SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Nario-Eng Kristine Rimando

(Last) (First) (Middle)
C/O NEW YORK MORTGAGE TRUST, INC.
90 PARK AVENUE

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEW YORK MORTGAGE TRUST INC [ NYMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, par value $0.01 per share 01/27/2021 A(1) 44,175 A $0 173,801 D
Common Stock, par value $0.01 per share 01/27/2021 A(2) 74,555(3) A $0 248,356 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 01/27/2021 A 50,813 (4) (4) Common Stock, par value $0.01 per share 50,813 $0 70,877 D
Explanation of Responses:
1. Represents shares of restricted stock issued pursuant to New York Mortgage Trust's ("NYMT") 2017 Stock Incentive Plan as payment of the restricted stock portion of compensation earned by the Reporting Person pursuant to NYMT's 2020 Annual Incentive Plan, 1/3of which will become fully vested and non-forfeitable on each of the first, second and third anniversaries of the date of grant.
2. Shares acquired pursuant to the settlement of performance-based stock units ("PSUs") granted to the Reporting Person in 2018. Per the terms of the award agreement governing the PSUs, the number of underlying shares of NYMT 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 PSUs granted, subject to the achievement of a pre-established performance metric. The vesting of these PSUs was based on NYMT's total stockholder return for the three years ended December 31, 2020.
3. The Compensation Committee of the Board of Directors of NYMT has confirmed and certified that the PSUs vested at a level above target.
4. Represents restricted stock units ("RSUs") issued pursuant to New York Mortgage Trust's ("NYMT") 2017 Equity Incentive Plan (as amended) under NYMT's 2021 Long-Term Equity Plan, 1/3 of which will become fully vested and non-forfeitable on each of the first, second and third anniversaries of the date of grant. Pursuant to a restricted stock unit award agreement (the "RSU Award Agreement"), the RSUs represent the right to receive shares of common stock of NYMT on a one-to-one basis upon vesting, subject to the terms and conditions of the RSU Award Agreement, and are granted in tandem with a corresponding dividend equivalent right that entitles, upon vesting, the reporting person to receive payments in cash or stock of NYMT equivalent to any dividends paid by NYMT on the shares of NYMT common stock underlying the RSUs.
Remarks:
/s/ Kristine R. Nario-Eng 01/29/2021
** 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 4 (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).
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