MFA-C MFA Financial Inc

CUSIP No. 55272X102

CUSIP No. 55272X102

CUSIP No. 55272X102

CUSIP No. 55272X102

CUSIP No. 55272X102

CUSIP No. 55272X102

CUSIP No. 55272X102

CUSIP No. 55272X102

CUSIP No. 55272X102

CUSIP No. 55272X102

CUSIP No. 55272X102 

CUSIP No. 55272X102 

CUSIP No. 55272X102 

CUSIP No. 55272X102 

CUSIP No. 55272X102

CUSIP No. 55272X102

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the common stock, par value $0.001 (the “Common Stock”) of MFA Financial, Inc., a Maryland corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission on September 8, 2020 (the “Original Schedule 13D”, and as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

As of the date of the Original Schedule 13D, 38,021,670 shares of Common Stock were reported as beneficially owned by the Reporting Persons. An additional 4,532,509 shares of Common Stock were purchased in open market transactions for an aggregate cash purchase price of $13,248,067, excluding sales commissions. The source of funds for this consideration was the available capital of the SOF-XI Fund Entities, the SDSS C Entities, the SDSS K Entities, the SDSS S Entities, and the SDSS Main Entities (collectively, the “Fund Entities”), respectively, which may, at any given time, include capital contributions from investors in the Fund Entities in the ordinary course of business or borrowings off the subscription based credit facility available to the Fund Entities.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety.

Based on the information set forth in the Form 10-Q, there were 440,926,797 shares of Common Stock outstanding as of October 28, 2021. The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. As of the date hereof, SAR Public Holdings and the SSF Investco Entities, collectively, beneficially own an aggregate of 42,554,179 shares of Common Stock, or approximately 9.65% of the total outstanding Common Stock.

As a result of the relationships of the other Reporting Persons, each of SOF-XI U.S. Private SAR Holdings, SOF-XI U.S. Institutional SAR Holdings, Starwood XI Management Holdings GP, Starwood XI Management and Starwood XI Management GP may be deemed to have beneficial ownership of the Common Stock directly held by SAR Public Holdings. As a result of the relationships of the other Reporting Persons, each of SSF Holdco C and SDSS Co-Invest C may be deemed to have beneficial ownership of the Common Stock directly held by SSF Investco C. As a result of the relationships of the other Reporting Persons, each of SSF Holdco K and SDSS Co-Invest K may be deemed to have beneficial ownership of the Common Stock directly held by SSF Investco K. As a result of the relationships of the other Reporting Persons, each of SSF Holdco S and SDSS Co-Invest S may be deemed to have beneficial ownership of the Common Stock directly held by SSF Investco S. As a result of the relationships of the other Reporting Persons, each of SSF Holdco and SDSS Co-Invest may be deemed to have beneficial ownership of the Common Stock directly held by SSF Investco. As a result of the relationships of the other Reporting Persons, each of SDSS Co-Invest GP and SSF GP may be deemed to have beneficial ownership of the Common Stock directly held in the aggregate by the SSF Investco Entities. As a result of the relationships of the other Reporting Persons, each of SCG Global II, SCGG II GP, SCG Holdings GP, BSS SCG GP Holdings and Barry S. Sternlicht may also be deemed to have beneficial ownership of the Common Stock directly held in the aggregate by SAR Public Holdings and the SSF Investco Entities.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than to the extent they directly hold the shares of Common Stock reported on this Schedule 13D) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a “group.”

None of the Reporting Persons has engaged in any transaction during the past 60 days in any securities of the Issuer.

Item 7. Material to be Filed as Exhibits

1. Joint Filing Agreement, dated September 18, 2020, by and among the Reporting Persons

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 7, 2022