0001104659-23-003121.txt : 20230111 0001104659-23-003121.hdr.sgml : 20230111 20230111172255 ACCESSION NUMBER: 0001104659-23-003121 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230109 FILED AS OF DATE: 20230111 DATE AS OF CHANGE: 20230111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wulfsohn Bryan CENTRAL INDEX KEY: 0001629935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13991 FILM NUMBER: 23524279 MAIL ADDRESS: STREET 1: 350 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MFA FINANCIAL, INC. CENTRAL INDEX KEY: 0001055160 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133974868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE STREET 2: 20TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122076400 MAIL ADDRESS: STREET 1: 350 PARK AVE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MFA MORTGAGE INVESTMENTS DATE OF NAME CHANGE: 20020809 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA FIRST MORTGAGE INVESTMENTS INC DATE OF NAME CHANGE: 19980211 4 1 tm231643-18_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2023-01-09 0 0001055160 MFA FINANCIAL, INC. MFA 0001629935 Wulfsohn Bryan C/O MFA FINANCIAL, INC. ONE VANDERBILT AVENUE, 48TH FLOOR NEW YORK NY 10017 0 1 0 0 SVP & Co-Chief Invest. Ofcr. Common Stock 2023-01-09 4 M 0 12184 0 A 75534 D Common Stock 2023-01-09 4 M 0 2114 0 A 77648 D Common Stock 2023-01-09 4 F 0 8097 10.25 D 69551 D Phantom Shares 2023-01-09 4 M 0 12184 D 2023-01-09 2023-01-09 Common Stock 12184 341198 D Phantom Shares 2023-01-09 4 M 0 21502 D 2023-01-09 2023-01-09 Common Stock 21502 319696 D Shares acquired pursuant to the settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in February 2020. Number of shares acquired upon settlement has been adjusted to reflect the issuer's 1-for-4 reverse stock split effected on April 4, 2022. 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. Shares acquired in connection with the settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in February 2020 as discussed in Notes 8, 9 and 10 below. The number of shares reported includes 578 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, 2022, in respect of the PRSUs that vested and whose settlement is reported herein. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of phantom shares described in Notes 1 and 4 above. Settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in February 2020. 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. Number of securities has been adjusted to reflect the issuer's 1-for-4 reverse stock split effected on April 4, 2022. Settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in February 2020. 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. The number of PRSUs reported in Table II represents the "target" number of PRSUs that were granted to the reporting person in February 2020. 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, 2022. The Compensation Committee of the Board of Directors of MFA Financial, Inc. has confirmed and certified that the PRSUs vested at a level below target, as reflected in Table I above (see Note 4). 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. /s/ Bryan Wulfsohn 2023-01-11