SEC Form 4 · accession 0000899243-17-002858
American Farmland Co · AFCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennie Dixon Boardman
Director
Period of report
Feb 2, 2017
Accepted (ET)
Feb 6, 2017 · 4:29 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 Stock | Feb 2, 2017 | A | 5,036 | $0.00 | A | 119,163 | D | |
| Common StockF1,F2 | Feb 2, 2017 | D | 119,163 | — | D | 0 | D | |
| Common StockF1,F2,F3 | Feb 2, 2017 | D | 2,000 | — | D | 0 | 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 UnitsF2,F4 | — | Feb 2, 2017 | D | 212,206 | D | — | — | Common Stock | 212,206 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 12, 2016, by and among American Farmland Company (the "Company") , American Farmland Company L.P. ("AFCO OP"), Farmland Partners Inc. ("FPI"), Farmland Partners Operating Partnership, LP ("FPI OP"), Farmland Partners OP GP, LLC, FPI Heartland, LLC, FPI Heartland Operating Partnership, LP and FPI Heartland GP LLC, upon the closing of the transactions contemplated by the Merger Agreement, each share of AFCO common stock owned by the reporting person immediately prior to the effective time of the merger, including 5,036 restricted stock units that became fully earned and vested upon the closing of the transactions contemplated by the Merger Agreement, was converted into the right to receive 0.7417 shares of FPI common stock.
- F2On the date immediately prior to the effective time of the merger, the closing price of the Company's common stock was $8.65 per share and the closing price of FPI's common stock was $11.41 per share.
- F3These securities were 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 was the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
- F4Pursuant to the terms of the Merger Agreement, upon the closing of the transactions contemplated by the Merger Agreement, each unit of limited partnership in AFCO OP was converted into the right to receive 0.7417 units of limited partnership in FPI OP.