Form: 3

Initial statement of beneficial ownership of securities

January 10, 2014

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


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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1. Name and Address of Reporting Person*
Kristjansson Gudmundur

(Last) (First) (Middle)
C/O MFA FINANCIAL, INC.
350 PARK AVENUE, 20TH FLOOR

(Street)
NEW YORK, NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2014
3. Issuer Name and Ticker or Trading Symbol
MFA FINANCIAL, INC. [ MFA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK, PAR VALUE $0.01 PER SHARE 81,991 D
7.5% Series B Cumulative Redeemable Preferred Stock 2,250 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Shares (1) (1) Common Stock 35,000 (2) D
Phantom Shares (3) (3) Common Stock 17,500 (2) D
Explanation of Responses:
1. These phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2014, and thereafter will be settled in an equivalent number of shares of MFA common stock on the earlier of termination of service with MFA or January 4, 2016.
2. Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock.
3. These phantom shares are scheduled to vest subject to forfeiture, on December 31, 2014 (subject to MFA's achievement of specified performance goals), and thereafter will be settled in an equivalent number of shares of MFA common stock on the earlier of termination of service with MFA or January 4, 2016.
Remarks:
/s/Gudmundur Kristjansson 01/10/2014
** 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 5 (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.

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