0001104659-23-003116.txt : 20230111
0001104659-23-003116.hdr.sgml : 20230111
20230111172117
ACCESSION NUMBER: 0001104659-23-003116
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230109
FILED AS OF DATE: 20230111
DATE AS OF CHANGE: 20230111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schwartz Harold E
CENTRAL INDEX KEY: 0001527449
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13991
FILM NUMBER: 23524265
MAIL ADDRESS:
STREET 1: 350 PARK AVENUE, 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
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
4
1
tm231643-16_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2023-01-09
0
0001055160
MFA FINANCIAL, INC.
MFA
0001527449
Schwartz Harold E
C/O MFA FINANCIAL, INC.
ONE VANDERBILT AVENUE, 48TH FLOOR
NEW YORK
NY
10017
0
1
0
0
Senior Vice President
Common Stock
2023-01-09
4
M
0
5000
0
A
37440
D
Common Stock
2023-01-09
4
M
0
737
0
A
38177
D
Common Stock
2023-01-09
4
F
0
3252
10.25
D
34925
D
Phantom Shares
2023-01-09
4
M
0
5000
D
2023-01-09
2023-01-09
Common Stock
5000
136469
D
Phantom Shares
2023-01-09
4
M
0
7500
D
2023-01-09
2023-01-09
Common Stock
7500
128969
D
Shares acquired pursuant to the settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in February 2020.
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.
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.
Number of securities beneficially owned has been adjusted to reflect the issuer's 1-for-4 reverse stock split effected on April 4, 2022.
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 201 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.
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.
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.
Number of securities has been adjusted to reflect the issuer's 1-for-4 reverse stock split effected on April 4, 2022.
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.
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.
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.
/s/ Harold E. Schwartz
2023-01-11