Craig L. Knutson - Jan 3, 2023 Form 4 Insider Report for MFA FINANCIAL, INC. (MFA)

Role
CEO and President, Director
Signature
/s/ Craig L. Knutson
Stock symbol
MFA
Transactions as of
Jan 3, 2023
Transactions value $
$0
Form type
4
Date filed
1/5/2023, 05:26 PM
Previous filing
Sep 16, 2022
Next filing
Jan 11, 2023

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 Award $0 +157K +30.25% $0.00 678K Jan 3, 2023 Common Stock 157K Direct F1, F2, F3
transaction MFA Phantom Shares Award $0 +302K +44.52% $0.00 980K Jan 3, 2023 Common Stock 302K Direct F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock.
F2 These phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2025, and thereafter will be settled in an equivalent number of shares of MFA common stock within 30 days following the vesting date.
F3 Number of securities beneficially owned has been adjusted to reflect the issuer's 1-for-4 reverse stock split effected on April 4, 2022.
F4 These 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 be subject to the achievement of a pre-established performance metric and the other terms and conditions of MFA's Equity Compensation Plan and the Reporting Person's award agreement.
F5 The vesting of these phantom shares will generally occur on December 31, 2025, 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. The 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 in January 2027.