SEC Form 4 · accession 0000925421-16-000077
Farmland Partners Inc. · FPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul A Pittman
Officer — President and CEO · Director
Period of report
Mar 30, 2016
Accepted (ET)
Apr 1, 2016 · 7:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001591670
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 31, 2016 | P$0 | 233,400 | — | A | 427,704 | D | |
| Common Stock | holding | — | — | — | 5,300 | I | By spouse | |
| Common Stock | holding | — | — | — | 1,601 | I | As UTMA Custodian for daughter, Catherine Pittman | |
| Common Stock | holding | — | — | — | 1,500 | I | As UTMA Custodian for daughter, Allison Pittman |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP UnitsF3,F2 | — | Mar 30, 2016 | J | 58,350 | A | Apr 16, 2015 | — | Common Stock | 58,350 | 1,517,100 | I |
| OP UnitsF2 | — | Mar 30, 2016 | J | 1,517,100 | A | Apr 16, 2015 | — | Common Stock | 1,517,100 | 1,517,100 | D |
Explanation of responses
- F1Received as consideration from Hough Holdings, LLC in connection with the restructuring of Pittman Hough Farms LLC ("Pittman Hough") at a deemed price of $10.97 per share.
- F2Farmland Partners Inc. (the "Company") is the sole member of the general partner of Farmland Partners Operating Partnership, LP (the "Operating Partnership"), the operating partnership of the Company. Commencing April 14, 2015, one year after the date of issuance, each unit of limited partnership interest ("OP Units") in the Operating Partnership became redeemable for cash equal to the then-current market value of one share of the Company's common stock or, at the election of the Company, one share of the Company's common stock. OP Units have no expiration date.
- F3Reflects an increase in Mr. Pittman's pecuniary interest in the OP Units held by Pittman Hough. Mr. Pittman previously reported indirect beneficial ownership of 1,458,750 OP Units, which reflected his 75% pecuniary interest in the 1,945,000 OP Units held by Pittman Hough. On March 30, 2016, in connection with restructuring transactions of various assets owned by Pittman Hough, Mr. Pittman's pecuniary interest in the OP Held by Pittman Hough was increased from 75% to 78%, resulting in an increase of 58,350 OP Units indirectly beneficially owned by Mr. Pittman. In connection with such restructuring transactions, the OP Units were ascribed a value of $10.97 per OP Unit.
- F4Reflects a pro rata distribution of the OP Units held by Pittman Hough.