Stephen D. Yarad - Jan 18, 2022 Form 4 Insider Report for MFA FINANCIAL, INC. (MFA)

Role
Chief Financial Officer
Signature
/s/ Stephen D. Yarad
Stock symbol
MFA
Transactions as of
Jan 18, 2022
Transactions value $
-$47,408
Form type
4
Date filed
1/20/2022, 03:37 PM
Previous filing
Jan 5, 2022
Next filing
Sep 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MFA Common Stock Options Exercise $0 +12K +16.13% $0.00 86.4K Jan 18, 2022 Direct F1, F2, F3
transaction MFA Common Stock Options Exercise $0 +8.28K +9.58% $0.00 94.7K Jan 18, 2022 Direct F2, F4
transaction MFA Common Stock Tax liability -$47.4K -10.4K -10.93% $4.58 84.3K Jan 18, 2022 Direct F5
transaction MFA Common Stock Other $0 -3.31K -3.92% $0.00 81K Jan 18, 2022 Direct F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MFA Phantom Shares Options Exercise -12K -4.2% 274K Jan 18, 2022 Common Stock 12K Direct F7
transaction MFA Phantom Shares Options Exercise -18K -6.57% 256K Jan 18, 2022 Common Stock 18K Direct F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares acquired pursuant to the settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in February 2019.
F2 Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc. ("MFA"). Each phantom share was settled in one share of common stock of MFA Financial, Inc.
F3 Since the date of the Reporting Person's last Form 4 in which he reported ownership of MFA common stock, he transferred 70,536 shares of MFA common stock to his ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse.
F4 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 2019 as discussed in Notes 8, 9 and 10 below. The number of shares reported includes 1,847 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, 2021, in respect of the PRSUs that vested and whose settlement is reported herein.
F5 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.
F6 The reported disposition reflects shares transferred by the Reporting Person to his ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse.
F7 Settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in February 2019. 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.
F8 Settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in Febraury 2019. 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.
F9 The number of PRSUs reported in Table II represents the target number of PRSUs that were granted to the reporting person in Febraury 2019. 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, 2021.
F10 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.