MFA FINANCIAL, INC. — Director's Dealing 2020

Jan 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MFA FINANCIAL, INC. (MFA)
CIK: 0001055160
Period of Report: 2020-01-15

Reporting Person: Wulfsohn Bryan (SVP and Co-Chief Invest. Ofcr.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-15	Common Stock	M	17500	—	Acquired	137509.843	Direct
2020-01-15	Common Stock	M	43921	—	Acquired	181430.843	Direct
2020-01-15	Common Stock	F	30078	$7.87	Disposed	151352.843	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-15	Phantom Shares	$	M	17500	Disposed	2020-01-15	Common Stock (17500)	Direct
2020-01-15	Phantom Shares	$	M	27500	Disposed	2020-01-15	Common Stock (27500)	Direct

Footnotes

F1: Shares acquired pursuant to the settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in January 2017.

F2: 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.

F3: Shares acquired in connection with the settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in January 2017 as discussed in Notes 6, 7 and 8 below. The number of shares reported includes 10,489 shares representing the settlement (in the form of additional shares of common stock) of dividend equivalents that accrued during the three-year performance period ended December 31, 2019 in respect of the PRSUs that vested and whose settlement is reported herein.

F4: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of phantom shares described in Notes 1 and 3 above.

F5: Settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in January 2017. 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.

F6: Settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in January 2017. 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.

F7: The number of PRSUs reported in Table II represents the target number of PRSUs that were granted to the reporting person in January 2017. Per the terms of the award agreement governing the PRSUs, the number of underlying shares of MFA common stock that the recipient ultimately became entitled to receive at the time of vesting ranged from 0% to 200% of the target number of PRSUs granted, subject to the achievement of a pre-established performance metric. The vesting of these PRSUs was based on MFA's total stockholder return for the three years ended December 31, 2019.

F8: The Compensation Committee of the Board of Directors of MFA Financial, Inc. has confirmed and certified that the PRSUs vested at a level above target, as reflected in Table I above (see Note 3). In addition, per the terms of the award agreement governing the PRSUs, the number of PRSUs that vested was adjusted to reflect the value of any dividends paid on MFA's common stock during the performance period in respect of the number of PRSUs that ultimately vested.