MFA FINANCIAL, INC. — Director's Dealing 2017

Jan 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MFA FINANCIAL, INC. (MFA)
CIK: 0001055160
Period of Report: 2017-01-11

Reporting Person: Knutson Craig L (President and COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-11	Phantom Shares	$	A	70000	Acquired		Common Stock (70000)	Direct
2017-01-11	Phantom Shares	$	A	105000	Acquired		Common Stock (105000)	Direct

Footnotes

F1: Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock.

F2: These phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2019, and thereafter will be settled in an equivalent number of shares of MFA common stock within 30 days following the vesting date.

F3: 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, 2019, based on MFA's absolute total stockholder return (TSR) and MFA's TSR as compared to the TSR of a designated peer group of companies, in each case for the three years then ended.

F4: 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.