0001104659-24-003071.txt : 20240110 0001104659-24-003071.hdr.sgml : 20240110 20240110193650 ACCESSION NUMBER: 0001104659-24-003071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240108 FILED AS OF DATE: 20240110 DATE AS OF CHANGE: 20240110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lin Mei CENTRAL INDEX KEY: 0001903408 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13991 FILM NUMBER: 24527694 MAIL ADDRESS: STREET 1: C/O MFA FINANCIAL, INC. STREET 2: ONE VANDERBILT AVENUE - 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MFA FINANCIAL, INC. CENTRAL INDEX KEY: 0001055160 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction 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 tm241620-11_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-01-08 0 0001055160 MFA FINANCIAL, INC. MFA 0001903408 Lin Mei C/O MFA FINANCIAL, INC. ONE VANDERBILT AVENUE, 48TH FLOOR NEW YORK NY 10017 0 1 0 0 Sr. VP & Co-Controller 0 Common Stock 2024-01-08 4 M 0 2660 0 A 6218 D Common Stock 2024-01-08 4 M 0 6802 0 A 13020 D Common Stock 2024-01-08 4 F 0 1092 11.47 D 11928 D Phantom Shares 2024-01-08 4 M 0 2660 D 2024-01-08 2024-01-08 Common Stock 2660 38553 D Phantom Shares 2024-01-08 4 M 0 5141 D 2024-01-08 2024-01-08 Common Stock 5141 33412 D Shares acquired pursuant to the settlement of time-based restricted stock units ("TRSUs") (i.e., phantom stock) granted to the Reporting Person in January 2021. Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc. Each phantom share was or will be settled in one share of common stock of MFA Financial, Inc. Reflects shares to be acquired in connection with the vesting of performance-based restricted stock units ("PRSUs") (i.e., phantom stock) granted to the Reporting Person in January 2021 as discussed in Notes 6, 7 and 8 below. The number of shares reported also includes 1,975 additional PRSUs representing the value of the dividend equivalents that accrued during the three-year performance period ended December 31, 2023, in respect of the underlying PRSUs that vested. Per the terms and conditions of the PRSU awards, the vested PRSUs and the additional PRSUs in respect of dividend equivalents will settle in January 2025 in the form of one share of common stock of MFA Financial, Inc. for each PRSU. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of phantom shares described in Notes 1 and 5. The reported disposition reflects the settlement of TRSUs (i.e., phantom stock) granted to the Reporting Person in January 2021. 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 reported disposition reflects the vesting of PRSUs (i.e., phantom stock) granted to the Reporting Person in January 2021. Each phantom share is the economic equivalent of 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 January 2021. 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, 2023. The Compensation Committee of the Board of Directors of MFA has confirmed and certified the vesting level of the PRSUs as reflected in Table I. 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 underlying PRSUs that ultimately vested (see Note 3). Per the terms and conditions of the PRSU awards, the vested PRSUs will settle in the form of one share of common stock of MFA Financial, Inc. for each vested phantom share in January 2025. /s/ Mei Lin 2024-01-10