SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCADAMS JOSEPH LLOYD

(Last)

(First)

(Middle)

C/O ANWORTH MORTGAGE ASSET CORPORATION

1299 OCEAN AVENUE, SECOND FLOOR

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANWORTH MORTGAGE ASSET CORP [ ANH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2010		A		59,844⁽¹⁾	A	$0	1,113,067⁽²⁾	D
Common Stock								41,500⁽³⁾	I	By spouse
Common Stock								33,700⁽⁴⁾	I	McAdams Foundation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$9.45	12/27/2010		J⁽⁵⁾			29,725	01/21/2002	01/21/2012	Common Stock	29,725	$0	0	D
Stock Option (right to buy)	$11.2	12/27/2010		J⁽⁶⁾			90,000	10/04/2002	10/04/2012	Common Stock	90,000	$0	0	D
Stock Option (right to buy)	$13.8	12/27/2010		J⁽⁷⁾			99,500	05/01/2003	05/01/2013	Common Stock	99,500	$0	0	D
Stock Option (right to buy)	$9.45							01/21/2002	01/21/2012	Common Stock	43,780		43,780	I	By spouse
Stock Option (right to buy)	$11.2							10/04/2002	10/04/2012	Common Stock	21,000		21,000	I	By spouse
Stock Option (right to buy)	$13.8							05/01/2003	05/01/2013	Common Stock	27,600		27,600	I	By spouse

Explanation of Responses:

1. These shares were granted pursuant to the Anworth Mortgage Asset Corporation 2004 Equity Compensation Plan and his Employment Agreement in consideration for services rendered.

2. Mr. McAdams is married to Heather U. Baines, Executive Vice President of Anworth Mortgage Asset Corporation. Mr. McAdams owns 62,500 shares individually. The balance of these shares are owned as community property with Ms. Baines.

3. Ms. Baines owns 41,500 shares in which Mr. McAdams disclaims any beneficial interest in.

4. Shares held by the McAdams Foundation, of which Mr. McAdams is a director.

5. This grant of stock options awarded on January 21, 2002 was willfully surrendered for cancellation by Mr. McAdams without any consideration received by Mr. McAdams.

6. This grant of stock options awarded on October 4, 2002 was willfully surrendered for cancellation by Mr. McAdams without any consideration received by Mr. McAdams.

7. This grant of stock options awarded on May 1, 2003 was willfully surrendered for cancellation by Mr. McAdams without any consideration received by Mr. McAdams.

	/s/ Joseph Lloyd McAdams	12/29/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.