SEC Form 3 · accession 0001104659-16-125582

MFA FINANCIAL, INC. · MFA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP and Chief Tech Ofcr

Period of report

May 25, 2016

Accepted (ET)

Jun 6, 2016 · 12:16 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001055160

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.01 per share	holding	—	—		—	15,826	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Shares^F1,F2	—	holding	—	—	—	—	—	Common Stock	10,000	—	D
Phantom Shares^F1,F2	—	holding	—	—	—	—	—	Common Stock	10,000	—	D
Phantom Shares^F1,F2	—	holding	—	—	—	—	—	Common Stock	10,000	—	D
Phantom Shares^F1,F3	—	holding	—	—	—	—	—	Common Stock	10,000	—	D
Phantom Shares^F1,F3	—	holding	—	—	—	—	—	Common Stock	10,000	—	D
Phantom Shares^F1,F3	—	holding	—	—	—	—	—	Common Stock	10,000	—	D

F1Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock.
F2These phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2016, 2017 and 2018 (as applicable), and thereafter will be settled in an equivalent number of shares of MFA common stock within 15 days following each applicable vesting date.
F3These 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, 2017 and 2018 (as applicable), 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 each applicable vesting date.