0001104659-24-003072.txt : 20240110
0001104659-24-003072.hdr.sgml : 20240110
20240110193811
ACCESSION NUMBER: 0001104659-24-003072
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240108
FILED AS OF DATE: 20240110
DATE AS OF CHANGE: 20240110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roper Michael Charles
CENTRAL INDEX KEY: 0001903409
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13991
FILM NUMBER: 24527697
MAIL ADDRESS:
STREET 1: C/O MFA FINANCIAL, INC.
STREET 2: ONE VANDERBILT AVENUE - 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MFA FINANCIAL, INC.
CENTRAL INDEX KEY: 0001055160
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
ORGANIZATION NAME: 05 Real Estate & Construction
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
tm241620-12_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-01-08
0
0001055160
MFA FINANCIAL, INC.
MFA
0001903409
Roper Michael Charles
C/O MFA FINANCIAL, INC.
ONE VANDERBILT AVENUE, 48TH FLOOR
NEW YORK
NY
10017
0
1
0
0
Sr. VP & Chief Financial Ofcr
0
Common Stock
2024-01-08
4
M
0
5320
0
A
21766
D
Common Stock
2024-01-08
4
M
0
13603
0
A
35369
D
Common Stock
2024-01-08
4
F
0
3244
11.47
D
32125
D
Phantom Shares
2024-01-08
4
M
0
5320
D
2024-01-08
2024-01-08
Common Stock
5320
125481
D
Phantom Shares
2024-01-08
4
M
0
10282
D
2024-01-08
2024-01-08
Common Stock
10282
115199
D
Shares acquired pursuant to the settlement of time-based restricted stock units ("TRSUs") (i.e., phantom stock) granted to the Reporting Person in January 2021.
Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc. Each phantom share was or will be settled in one share of common stock of MFA Financial, Inc.
Reflects shares to be acquired in connection with the vesting of performance-based restricted stock units ("PRSUs") (i.e., phantom stock) granted to the Reporting Person in January 2021 as discussed in Notes 6, 7 and 8 below. The number of shares reported also includes 3,949 additional PRSUs representing the value of the dividend equivalents that accrued during the three-year performance period ended December 31, 2023, in respect of the underlying PRSUs that vested. Per the terms and conditions of the PRSU awards, the vested PRSUs and the additional PRSUs in respect of dividend equivalents will settle in January 2025 in the form of one share of common stock of MFA Financial, Inc. for each PRSU.
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.
The reported disposition reflects the settlement of TRSUs (i.e., phantom stock) granted to the Reporting Person in January 2021. 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 reported disposition reflects the vesting of PRSUs (i.e., phantom stock) granted to the Reporting Person in January 2021. Each phantom share is the economic equivalent of 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 January 2021. 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, 2023.
The Compensation Committee of the Board of Directors of MFA has confirmed and certified the vesting level of the PRSUs as reflected in Table I. 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 underlying PRSUs that ultimately vested (see Note 3). Per the terms and conditions of the PRSU awards, the vested PRSUs will settle in the form of one share of common stock of MFA Financial, Inc. for each vested phantom share in January 2025.
/s/ Michael C. Roper
2023-01-10