Sec Form 4/A Filing - Ertas Ilker @ ANNALY CAPITAL MANAGEMENT INC - 2021-01-31

FORM 4/A 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ertas Ilker 2. Issuer Name and Ticker or Trading Symbol ANNALY CAPITAL MANAGEMENT INC [ NLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Head of Securitized Products (Last) (First) (Middle) C/O ANNALY CAPITAL MANAGEMENT, INC., 1211 6TH AVE 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2021 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 02/02/2021 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/31/2021 F 1,889 ( 1 ) D $ 8.12 201,142 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ertas Ilker C/O ANNALY CAPITAL MANAGEMENT, INC. 1211 6TH AVE NEW YORK, NY10036 Head of Securitized Products Signatures /s/ Anthony C. Green, as Attorney-in-Fact for Ilker Ertas 02/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares surrendered to the issuer to satisfy a tax withholding obligation in connection with the vesting on January 31, 2021 of a restricted stock award previously granted on January 31, 2020. The original Form 4, filed with the SEC on behalf of the reporting person on February 2, 2021, erroneously overstated the number of shares surrendered to the issuer by the reporting person to satisfy tax withholding obligations in connection with the vesting of a previously granted restricted stock award. This amendment to the original Form 4 corrects this inadvertent error and reflects the corrected amount of securities beneficially owned following each reported transaction.

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).

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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