MFA FINANCIAL, INC. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MFA FINANCIAL, INC. (MFA)
CIK: 0001055160
Period of Report: 2015-12-31

Reporting Person: FREYDBERG RONALD A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-31	Common Stock	F	428	$6.60	Disposed	496222	Direct
2016-01-04	Common Stock	M	44000	—	Acquired	540222	Direct
2016-01-04	Common Stock	M	22000	—	Acquired	562222	Direct
2016-01-04	Common Stock	F	22850	$6.75	Disposed	539372	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Phantom Shares	$	M	44000	Disposed	2016-01-04	Common Stock (44000)	Direct
2016-01-04	Phantom Shares	$	M	22000	Disposed	2016-01-04	Common Stock (22000)	Direct

Footnotes

F1: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of restricted stock previously granted to the Reporting Person.

F2: Shares acquired pursuant to the settlement of restricted stock units (i.e., phantom stock) granted to the Reporting Person in December 2010.

F3: Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc. Each phantom share was settled in one share of common stock of MFA Financial, Inc.

F4: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of phantom shares described in Note 2 above.

F5: Settlement of time-based and performance-based phantom shares granted to the Reporting Person in December 2010. Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc. Each phantom share was settled in one share of common stock of MFA Financial, Inc.