SEC Form 4 · accession 0000899243-17-000848
American Farmland Co · AFCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennie Dixon Boardman
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 | 77,250 | $0.00 | A | 112,806 | D | |
| Common Stock | Jan 5, 2017 | A | 2,590 | $0.00 | A | 115,396 | D | |
| Common StockF2 | Jan 5, 2017 | F | 1,269 | $8.07 | D | 114,127 | D | |
| Common StockF3 | holding | — | — | — | 2,000 | I | See Footnote |
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 | 77,250 | D | — | — | Common Stock | 77,250 | 212,206 | D |
| Common UnitsF4,F5 | — | holding | — | — | — | — | — | Common Stock | 106,224 | 106,224 | I |
Explanation of responses
- F177,250 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 2,590 shares of restricted stock granted to the reporting person on January 5, 2017.
- F3These securities are held in a custodial account for the benefit of a minor child. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
- F4Represents common units in the Partnership. Pursuant to the Partnership Agreement, the reporting person has the right to require the Partnership to redeem all or a portion of his common units. 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.