0001055160-14-000010.txt : 20140124 0001055160-14-000010.hdr.sgml : 20140124 20140124184251 ACCESSION NUMBER: 0001055160-14-000010 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140124 FILED AS OF DATE: 20140124 DATE AS OF CHANGE: 20140124 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MFA FINANCIAL, INC. CENTRAL INDEX KEY: 0001055160 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133974868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE STREET 2: 20TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122076400 MAIL ADDRESS: STREET 1: 350 PARK AVE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MFA MORTGAGE INVESTMENTS DATE OF NAME CHANGE: 20020809 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA FIRST MORTGAGE INVESTMENTS INC DATE OF NAME CHANGE: 19980211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GORIN WILLIAM S CENTRAL INDEX KEY: 0001203597 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13991 FILM NUMBER: 14547125 MAIL ADDRESS: STREET 1: C/O MFA MORTGAGE INVESTMENTS, INC. STREET 2: 350 PARK AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-01-24 0001055160 MFA FINANCIAL, INC. MFA 0001203597 GORIN WILLIAM S C/O MFA FINANCIAL, INC. 350 PARK AVENUE, 20TH FLOOR NEW YORK, NY 10022 1 1 0 0 Chief Executive Officer Common Stock, par value $0.01 per share 2014-01-24 4 M 0 3567 0 A 717620 D Common Stock, par value $0.01 per share 2014-01-24 4 F 0 3567 7.19 D 714053 D Phantom Shares 2014-01-24 4 A 0 82500 0 A Common Stock 82500 246750 D Phantom Shares 2014-01-24 4 A 0 82500 0 A Common Stock 82500 329250 D Phantom Shares 2014-01-24 4 A 0 70621 0 A Common Stock 70621 399871 D Phantom Shares 2014-01-24 4 M 0 3567 D 2014-01-24 2014-01-24 Common Stock 3567 396304 D Shares acquired pursuant to the settlement of restricted stock units (i.e., phantom shares) granted to the reporting person on January 24, 2014. Each phantom share is the economic equivalent of one share of MFA Financial, Inc. ("MFA") common stock. Each phantom share was settled in one share of MFA common stock. The reported disposition represents the surrender of shares to satisfy FICA tax obligations arising from the vesting of phantom shares and federal, state and local income tax obligations arising therefrom. Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock. These phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2016, and thereafter will be settled in an equivalent number of shares of MFA common stock within 15 days following the vesting date. 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 generally range from 0% to 200% of the target number of phantom shares granted, subject to the achievement of a pre-established performance metric. The vesting of these phantom shares will generally occur on December 31, 2016, based on MFA's total stockholder return 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 within 30 days following the vesting date. These phantom shares vested on January 24, 2014 (i.e., the date of grant), and will be settled in an equivalent number of shares of MFA common stock within 30 days following the earlier of (i) January 24, 2017 and (ii) a change in control of MFA; provided, however, that a portion of such phantom shares may be settled at an earlier date for the purpose of surrendering shares to satisfy FICA and other tax obligations resulting from the vesting of such phantom shares. Reflects partial settlement of vested phantom shares granted on January 24, 2014, for purpose of surrendering shares to satisfy FICA and other tax obligations (see note 7 above). Each phantom share is the economic equivalent of one share of MFA common stock. Each phantom share was settled in one share of MFA common stock. /s/ William S. Gorin 2014-01-24