SEC Form 4 · accession 0001104659-17-002706
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 13, 2017
Accepted (ET)
Jan 18, 2017 · 10:49 am EST
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 StockF2 | Jan 13, 2017 | M | 82,500 | $0.00 | A | 1,017,038 | D | |
| Common StockF2 | Jan 13, 2017 | M | 186,963 | $0.00 | A | 1,204,001 | D | |
| Common Stock | Jan 13, 2017 | F | 150,415 | $7.83 | D | 1,053,586 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom SharesF5 | — | Jan 13, 2017 | M | 82,500 | D | Jan 13, 2017 | Jan 13, 2017 | Common Stock | 82,500 | 684,454 | D |
| Phantom SharesF7,F8,F6 | — | Jan 13, 2017 | M | 82,500 | D | Jan 13, 2017 | Jan 13, 2017 | Common Stock | 82,500 | 601,954 | D |
Explanation of responses
- F1Shares acquired pursuant to the settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in January 2014.
- F2Each 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.
- F3Shares acquired in connection with the settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in January 2014 as discussed in Notes 6, 7 and 8 below. The number of shares reported includes 44,437 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, 2016 in respect of the PRSUs that vested and whose settlement is reported herein.
- F4The 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.
- F5Settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in January 2014. 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.
- F6Settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in January 2014. 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.
- F7The number of PRSUs reported in Table II represents the target number of PRSUs that were granted to the reporting person in January 2014. 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, 2016.
- F8The 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.