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

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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^*

BAINES HEATHER U

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

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	1,092,067⁽²⁾	D
Common Stock								62,500⁽³⁾	I	By spouse
Common Stock								33,700⁽⁴⁾	I	By spouse

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	I	By spouse
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	I	By spouse
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	I	By spouse
Stock Option (right to buy)	$9.45							01/21/2002	01/21/2012	Common Stock	43,780		43,780	D
Stock Option (right to buy)	$11.2							10/04/2002	10/04/2012	Common Stock	21,000		21,000	D
Stock Option (right to buy)	$13.8							05/01/2003	05/01/2013	Common Stock	27,600		27,600	D

Explanation of Responses:

1. These shares were granted pursuant to the Anworth Mortgage Asset Corporation 2004 Equity Compensation Plan and the Employment Agreement for Mr. Lloyd McAdams, Chairman, President and Chief Executive Officer of Anworth Mortgage Asset Corporation, who is married to Heather U. Baines, in consideration for services rendered by Mr. McAdams.

2. Ms. Baines is married to Lloyd McAdams, Chairman, President and Chief Executive Officer of Anworth Mortgage Asset Corporation. Ms. Baines owns 41,500 shares individually. The balance of these shares are owned as community property with Mr. McAdams.

3. Mr. McAdams owns 62,500 shares in which Ms. Baines 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 to Mr. McAdams 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 to Mr. McAdams 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 to Mr. McAdams was willfully surrendered for cancellation by Mr. McAdams without any consideration received by Mr. McAdams.

	/s/ Heather U. Baines	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).
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