SEC Form 5/A · accession 0000925421-18-000077
Farmland Partners Inc. · FPI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 5/A). It replaces an earlier filing for the same period.
Reporting owner
Thomas S T Gimbel
Director
Period of report
Dec 31, 2017
Accepted (ET)
Feb 12, 2018 · 4:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001591670
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP UnitsF2,F1 | — | Feb 2, 2017 | A | 61,142 | A | — | — | Common Stock | 61,142 | 61,142 | D |
Explanation of responses
- F1Represents units of limited partnership interest ("OP Units") in Farmland Partners Operating Partnership, LP (the "Operating Partnership"). Farmland Partners Inc. ("FPI") is the sole member of the general partner of the Operating Partnership. Beginning on the first anniversary of issuance, each OP Unit is redeemable for cash equal to the then-current market value of one share of FPI common stock or, in FPI's sole discretion, one share of FPI common stock. OP Units have no expiration date.
- F2On February 6, 2017, the reporting person filed a Form 4 which inadvertently reported that, pursuant to an agreement and plan of merger (the "Merger Agreement"), dated as of September 12, 2016, by and among FPI, the Operating Partnership, Farmland Partners OP GP, LLC, FPI Heartland, LLC, FPI Heartland Operating Partnership, LP, FPI Heartland GP LLC, American Farmland Company and American Farmland Company L.P. ("AFCO OP"), upon the closing of the transactions contemplated by the Merger Agreement, each of the reporting person's 82,422 units of limited partnership interest ("AFCO OP Units") in AFCO OP was converted into the right to receive 0.7417 OP Units in the Operating Partnership, resulting in 61,132 OP Units. In fact, as reported herein, the reporting person exchanged 82,435 AFCO OP Units, which converted into 61,142 OP Units.