Gudmundur Kristjansson - Jan 9, 2023 Form 4 Insider Report for MFA FINANCIAL, INC. (MFA)

Role
SVP & Co-Chief Invest. Ofcr.
Signature
/s/ Gudmundur Kristjansson
Stock symbol
MFA
Transactions as of
Jan 9, 2023
Transactions value $
-$89,216
Form type
4
Date filed
1/11/2023, 04:17 PM
Previous filing
Jan 5, 2023
Next filing
Jan 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MFA Common Stock Options Exercise $0 +12.2K +13.09% $0.00 105K Jan 9, 2023 Direct F1, F2, F3, F4
transaction MFA Common Stock Options Exercise $0 +2.11K +2.01% $0.00 107K Jan 9, 2023 Direct F2, F3, F5
transaction MFA Common Stock Tax liability -$89.2K -8.7K -8.11% $10.25 98.7K Jan 9, 2023 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 -12.2K -3.45% 341K Jan 9, 2023 Common Stock 12.2K Direct F7, F8
transaction MFA Phantom Shares Options Exercise -21.5K -6.3% 320K Jan 9, 2023 Common Stock 21.5K Direct F8, F9, F10, F11
* 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 2020.
F2 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.
F3 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.
F4 Number of securities beneficially owned has been adjusted to reflect the issuer's 1-for-4 reverse stock split effected on April 4, 2022.
F5 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 9, 10 and11 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.
F6 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 above.
F7 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.
F8 Number of securities has been adjusted to reflect the issuer's 1-for-4 reverse stock split effected on April 4, 2022.
F9 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.
F10 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.
F11 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 5). 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.