Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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 * SPEARS ROBERT R JR	2. Issuer Name and Ticker or Trading Symbol CAPSTEAD MORTGAGE CORP [ CMO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP & CIO
(Last)          (First)          (Middle) 8401 N CENTRAL EXPRESSWAY, SUITE 800	3. Date of Earliest Transaction (MM/DD/YYYY) 2/25/2021
(Street) DALLAS, TX 75225 (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	2/25/2021		M		24425	A	(1)	681544	D
Common Stock	2/25/2021		D		5947	D	(2)	675597	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 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 Units	(1)	2/25/2021		M			62790	(1)	(1)	Common Stock	62790	(1)	202905	D

Explanation of Responses:
(1)	On January 3, 2018, the reporting person was granted 62,790 performance units (the "Units") which were convertible into common stock of the Issuer after the conclusion of the performance period beginning January 1, 2018 and ending December 31, 2020, with the conversion factor determined formulaically based on individual achievement of stated performance metrics outlined in the Issuer's 2018 Long-Term Award criteria, and the conversion date determined by the Issuer's Compensation Committee. As a result, 24,425 Units were converted into the Issuer's common stock on February 25, 2021, and 38,365 Units expired without converting into any common stock.
(2)	Represents shares of common stock forfeited to satisfy the Reporting Person's tax withholding obligation upon the vesting of common stock on February 25, 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SPEARS ROBERT R JR 8401 N CENTRAL EXPRESSWAY SUITE 800 DALLAS, TX 75225			EVP & CIO

Signatures
Robert Spears		3/1/2021
**Signature of Reporting Person		Date