MFA FINANCIAL, INC. — Director's Dealing 2014

Jan 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MFA FINANCIAL, INC. (MFA)
CIK: 0001055160
Period of Report: 2014-01-24

Reporting Person: GORIN WILLIAM S (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-24	Common Stock, par value $0.01 per share	M	3567	—	Acquired	717620	Direct
2014-01-24	Common Stock, par value $0.01 per share	F	3567	$7.19	Disposed	714053	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-24	Phantom Shares	$	A	82500	Acquired		Common Stock (82500)	Direct
2014-01-24	Phantom Shares	$	A	82500	Acquired		Common Stock (82500)	Direct
2014-01-24	Phantom Shares	$	A	70621	Acquired		Common Stock (70621)	Direct
2014-01-24	Phantom Shares	$	M	3567	Disposed	2014-01-24	Common Stock (3567)	Direct

Footnotes

F1: Shares acquired pursuant to the settlement of restricted stock units (i.e., phantom shares) granted to the reporting person on January 24, 2014.

F2: Each phantom share is the economic equivalent of one share of MFA Financial, Inc. ("MFA") common stock. Each phantom share was settled in one share of MFA common stock.

F3: The reported disposition represents the surrender of shares to satisfy FICA tax obligations arising from the vesting of phantom shares and federal, state and local income tax obligations arising therefrom.

F4: Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock.

F5: These phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2016, and thereafter will be settled in an equivalent number of shares of MFA common stock within 15 days following the vesting date.

F6: These phantom shares are performance-based equity awards. The number of phantom shares reported represents the target number of phantom shares granted. The number of underlying shares of MFA common stock that the recipient becomes entitled to receive at the time of vesting will generally range from 0% to 200% of the target number of phantom shares granted, subject to the achievement of a pre-established performance metric. The vesting of these phantom shares will generally occur on December 31, 2016, based on MFA's total stockholder return for the three years then ended. The number of phantom shares to vest will be adjusted to reflect the value of any dividends paid on MFA's common stock during the vesting period in respect of the number of phantom shares that ultimately vest. The phantom shares will be settled in an equivalent number of shares of MFA common stock within 30 days following the vesting date.

F7: These phantom shares vested on January 24, 2014 (i.e., the date of grant), and will be settled in an equivalent number of shares of MFA common stock within 30 days following the earlier of (i) January 24, 2017 and (ii) a change in control of MFA; provided, however, that a portion of such phantom shares may be settled at an earlier date for the purpose of surrendering shares to satisfy FICA and other tax obligations resulting from the vesting of such phantom shares.

F8: Reflects partial settlement of vested phantom shares granted on January 24, 2014, for purpose of surrendering shares to satisfy FICA and other tax obligations (see note 7 above). Each phantom share is the economic equivalent of one share of MFA common stock. Each phantom share was settled in one share of MFA common stock.