SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ValueAct Holdings, L.P. (Last) (First) (Middle) 435 PACIFIC AVENUE, FOURTH FLOOR (Street) SAN FRANSISCO CA 94133 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/12/2008	3. Issuer Name and Ticker or Trading Symbol CHIMERA INVESTMENT CORP [ CIM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	3,881,028	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ValueAct Holdings, L.P. (Last) (First) (Middle) 435 PACIFIC AVENUE, FOURTH FLOOR (Street) SAN FRANSISCO CA 94133 (City) (State) (Zip)

1. Name and Address of Reporting Person* VA Partners III, LLC (Last) (First) (Middle) 435 PACIFIC AVENUE, FOURTH FLOOR (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip)

1. Name and Address of Reporting Person* ValueAct Capital Management, L.P. (Last) (First) (Middle) 435 PACIFIC AVENUE, FOURTH FLOOR (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip)

1. Name and Address of Reporting Person* ValueAct Capital Management, LLC (Last) (First) (Middle) 435 PACIFIC AVENUE, FOURTH FLOOR (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip)

1. Name and Address of Reporting Person* ValueAct Holdings GP, LLC (Last) (First) (Middle) 435 PACIFIC AVENUE, FOURTH FLOOR (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip)

Explanation of Responses:

1. The reported stock is owned directly by ValueAct Capital Master Fund III, L.P. and may be deemed to be beneficially owned by (i) VA Partners III, LLC as General Partner of ValueAct Capital Master Fund III, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund III, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC, and as the majority owner of the membership interests of VA Partners III, LLC, and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

Remarks:

Joint Filer Information: Name: ValueAct Capital Master Fund III, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Chimera Investment Corporation (CIM) Date of Event Requiring Statement: 06/12/2008 Name: VA Partners III, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Chimera Investment Corporation (CIM) Date of Event Requiring Statement: 06/12/2008 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Chimera Investment Corporation (CIM) Date of Event Requiring Statement: 06/12/2008 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Chimera Investment Corporation (CIM) Date of Event Requiring Statement: 06/12/2008 Name: ValueAct Holdings GP, LLC Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: ValueAct Holdings, L.P. Issuer and Ticker: Chimera Investment Corporation (CIM) Date of Event Requiring Statement: 06/12/2008

	VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer	06/16/2008
	VALUEACT CAPITAL MASTER FUND III, L.P., By: VA PARTNERS III, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer	06/16/2008
	VA PARTNERS III, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer	06/16/2008
	VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer	06/16/2008
	VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer	06/16/2008
	VALUEACT HOLDINGS GP, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer	06/16/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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