Form: 4

Statement of changes in beneficial ownership of securities

July 1, 2008

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ValueAct Holdings, L.P.
(Last) (First) (Middle)
435 PACIFIC AVENUE, 4TH FLOOR
(Street)
SAN FRANCISCO CA 94133
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHIMERA INVESTMENT CORP [ CIM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2008
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 06/27/2008 P 150,000 A $9.01 4,392,628 I See footnote(1)
Common Stock, par value $.01 per share 06/27/2008 P 100,000 A $9.08 4,492,628 I See footnote(1)
Common Stock, par value $.01 per share 06/30/2008 P 3,000 A $8.97 4,495,628 I See footnote(1)
Common Stock, par value $.01 per share 06/30/2008 P 37,000 A $8.99 4,532,628 I See footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) 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, 4TH FLOOR
(Street)
SAN FRANCISCO CA 94133
(City) (State) (Zip)
1. Name and Address of Reporting Person*
VA Partners III, LLC
(Last) (First) (Middle)
435 PACIFIC AVENUE, 4TH 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, 4TH 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, 4TH 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, 4TH 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: 06/27/2008 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: 06/27/2008 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: 06/27/2008 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: 06/27/2008 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: 06/27/2008
VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 07/01/2008
VALUEACT CAPITAL MASTER FUND III, L.P., By: VA PARTNERS III, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 07/01/2008
VA PARTNERS III, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 07/01/2008
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Chief Operating Officer 07/01/2008
VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 07/01/2008
VALUEACT HOLDINGS GP, LLC, By:/s/ George F. Hamel. Jr., Chief Operating Officer 07/01/2008
** 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 4 (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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