SEC Form 4 · accession 0000899243-17-000847
American Farmland Co · AFCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Geoffrey Manfred Lewis
Officer — CFO and Treasurer · Director
Period of report
Oct 31, 2016
Accepted (ET)
Jan 9, 2017 · 5:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001474777
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 31, 2016 | C | 5,518 | $0.00 | A | 16,564 | D | |
| Common Stock | Jan 5, 2017 | A | 870 | $0.00 | A | 17,434 | D | |
| Common StockF2 | Jan 5, 2017 | F | 244 | $8.07 | D | 17,190 | D | |
| Common StockF3 | holding | — | — | — | 1,000 | I | See Footnote below |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common UnitsF4,F1 | — | Oct 31, 2016 | C | 5,518 | D | — | — | Common Stock | 5,518 | 0 | D |
| Common UnitsF4,F5 | — | holding | — | — | — | — | — | Common Stock | 30,179 | 30,179 | I |
Explanation of responses
- F15,518 of the Reporting Person's common units of limited partnership interest ("common units") in American Farmland Company L.P. (the "Partnership"), of which the Issuer is the sole general partner, were redeemed for an equal number of shares of the Issuer's common stock in accordance with the Second Amended and Restated Agreement of Limited Partnership Agreement of the Partnership (the "Partnership Agreement").
- F2Represents shares retained by the Issuer to satisfy withholding obligations on 870 shares of restricted stock granted to the Reporting Person on January 5, 2017.
- F3These securities are held by The Yachad Foundation, of which the Reporting Person is an officer. The Reporting Person disclaims beneficial ownership of the shares held by The Yachad Foundation except to the extent of his pecuniary interest therein, if any.
- F4Represents common units in the Partnership. Pursuant to the Partnership Agreement, a holder of common units of the Partnership has the right to require the Partnership to redeem all or a portion of the common units held by such holder. Upon a redemption request, the Issuer has the option to purchase the common units directly, either in cash equal to the fair market value of a share of the Issuer's common stock or by acquiring each common unit so presented for redemption for one share of common stock of the Issuer. These derivative securities do not have an expiration date.
- F5Held directly by Optima Group Holdings LLC, in which the Reporting Person has an ownership interest. The Reporting Person disclaims beneficial ownership of the shares held by Optima Group Holdings LLC except to the extent of his pecuniary interest therein, if any.