SEC Form 4 · accession 0001104659-17-002233
MFA FINANCIAL, INC. · MFA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William S Gorin
Officer — Chief Executive Officer · Director
Period of report
Jan 11, 2017
Accepted (ET)
Jan 13, 2017 · 11:41 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001055160
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom SharesF1,F2 | — | Jan 11, 2017 | A | 82,500 | A | — | — | Common Stock | 82,500 | 644,454 | D |
| Phantom SharesF3,F4,F1 | — | Jan 11, 2017 | A | 122,500 | A | — | — | Common Stock | 122,500 | 766,954 | D |
Explanation of responses
- 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, 2019, and thereafter will be settled in an equivalent number of shares of MFA common stock within 30 days following the 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, 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.
- F4The 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.