Sec Form 5 Filing - MCADAMS JOSEPH LLOYD @ ANWORTH MORTGAGE ASSET CORP - 2019-12-31

FORM 5 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 MCADAMS JOSEPH LLOYD 2. Issuer Name and Ticker or Trading Symbol ANWORTH MORTGAGE ASSET CORP [ ANH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1299 OCEAN AVE., 2ND FL. 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) SANTA MONICA, CA90401 4. If Amendment, Date Original Filed (MM/DD/YY) 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 12/31/2019( 1 ) J V 36,475 A 1,363,878 ( 2 ) D Common Stock 41,500 ( 3 ) I By spouse Common Stock 33,700 ( 4 ) I The McAdams Foundation

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 Restricted Stock Unit ( 5 ) ( 6 ) ( 6 ) Common Stock 197,176 197,176 D Series B Cumulative Convertible Preferred Stock $ 10.5 ( 7 ) ( 8 ) ( 9 ) Common Stock 37,515 6,700 ( 4 ) I The McAdams Foundation

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCADAMS JOSEPH LLOYD 1299 OCEAN AVE., 2ND FL. SANTA MONICA, CA90401 X Signatures /s/ Joseph Lloyd McAdams 01/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were acquired under the Anworth Mortgage Asset Corporation Dividend Reinvestment and Stock Purchase Plan in exempt transactions pursuant to Rule 16a-11 at the then-prevailing market prices during calendar year 2019. ( 2 )Mr. McAdams owns 62,500 shares individually. The balance of these shares are owned as community property with his spouse. ( 3 )Mr. McAdams' spouse owns 41, 500 shares in which Mr. McAdams disclaims any beneficial interest. ( 4 )Shares held by the McAdams Foundation, of which Mr. McAdams is a director. ( 5 )1-for-1. ( 6 )The Restricted Stock Units are not vested at the Grant Date. During the period commencing on the day immediately following the 3 (three) year anniversary of the Grant Date and ending on the 10 (ten) year anniversary of the Grant Date, the Restricted Stock Units shall vest on the last day of any month when the total return to stockholders (meaning the aggregate of Common Stock price appreciation and dividends declared, assuming full reinvestment of dividends) exceeds 10% per annum. Also, during the period commencing on the Grant Date and ending on the last day of the calendar month after the 3 (three) year anniversary of the Grant Date, the Restricted Stock Units shall vest immediately upon the Grantee's involuntary termination of service for any reason other than for Cause. In regards to these Restricted Stock Units, no common shares will be issued until the Units vest. ( 7 )The Series B Cumulative Convertible Preferred Stock is convertible into shares of Anworth Mortgage Asset Corporation Common Stock initially at a conversion price of $10.50, subject to adjustment upon the occurrence of certain events specified in the Articles Supplementary for Series B Cumulative Convertible Preferred Stock, a copy of which was filed as an exhibit to a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 30, 2007. The current conversion price reflecting such adjustment is 5.5992 per share. ( 8 )Immediately exercisable. ( 9 )The Series B Cumulative Convertible Preferred Stock has no expiration 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).

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