FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wulfsohn Bryan
2. Issuer Name and Ticker or Trading Symbol

MFA FINANCIAL, INC. [ MFA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP and Co-Chief Invest. Ofcr.
(Last)          (First)          (Middle)

C/O MFA FINANCIAL, INC., 350 PARK AVENUE, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

1/15/2020
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 1/15/2020  M(1)  17500 A$0 (2)137509.843 D  
Common Stock 1/15/2020  M(3)  43921 A$0 (2)181430.843 D  
Common Stock 1/15/2020  F(4)  30078 D$7.87 151352.843 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Shares  (5)1/15/2020  M (5)    17500  1/15/2020 1/15/2020 Common Stock 17500  (5)177500 D  
Phantom Shares  (6)1/15/2020  M (6)    27500 (7)(8) 1/15/2020 1/15/2020 Common Stock 27500 (7)(8) (6)150000 D  

Explanation of Responses:
(1) Shares acquired pursuant to the settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in January 2017.
(2) 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.
(3) Shares acquired in connection with the settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in January 2017 as discussed in Notes 6, 7 and 8 below. The number of shares reported includes 10,489 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, 2019 in respect of the PRSUs that vested and whose settlement is reported herein.
(4) The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of phantom shares described in Notes 1 and 3 above.
(5) Settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in January 2017. 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.
(6) Settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in January 2017. 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.
(7) The number of PRSUs reported in Table II represents the target number of PRSUs that were granted to the reporting person in January 2017. 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, 2019.
(8) The Compensation Committee of the Board of Directors of MFA Financial, Inc. has confirmed and certified that the PRSUs vested at a level above target, as reflected in Table I above (see Note 3). 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Wulfsohn Bryan
C/O MFA FINANCIAL, INC.
350 PARK AVENUE, 20TH FLOOR
NEW YORK, NY 10022


SVP and Co-Chief Invest. Ofcr.

Signatures
/s/ Bryan Wulfsohn1/17/2020
**Signature of Reporting PersonDate

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