MFA FINANCIAL, INC. — Director's Dealing 2013

Jan 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MFA FINANCIAL, INC. (MFA)
CIK: 0001055160
Period of Report: 2012-12-31

Reporting Person: GORIN WILLIAM S (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock, par value $0.01 per share	M	78125	—	Acquired	735950	Direct
2012-12-31	Common Stock, par value $0.01 per share	F	39314	$8.11	Disposed	696636	Direct
2012-12-31	Common Stock, par value $0.01 per share	F	9178	$8.11	Disposed	687458	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	PHANTOM STOCK	$	M	78125	Disposed	2012-12-31	COMMON STOCK (78125)	Direct

Footnotes

F1: SHARES ACQUIRED PURSUANT TO THE SETTLEMENT OF RESTRICTED STOCK UNITS (I.E. PHANTOM STOCK) GRANTED TO THE REPORTING PERSON ON OCTOBER 26, 2007, WHICH VESTED IN FULL ON DECEMBER 31, 2010

F2: THE REPORTED DISPOSITION REPRESENTS THE SURRENDER OF SHARES TO SATISFY TAX OBLIGATIONS ARISING FROM THE VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS (I.E. PHANTOM STOCK).

F3: THE REPORTED DISPOSITION REPRESENTS THE SURRENDER OF SHARES TO SATISFY TAX OBLIGATIONS ARISING FROM THE VESTING OF RESTRICTED STOCK.

F4: EACH SHARE OF PHANTOM STOCK WAS THE ECONOMIC EQUIVALENT OF ONE SHARE OF MFA COMMON STOCK. THE REPORTING PERSON SETTLED THEIR SHARES OF PHANTOM STOCK FOR SHARES OF MFA COMMON STOCK.