SEC Form 4 · accession 0000845877-15-000044
FEDERAL AGRICULTURAL MORTGAGE CORP · AGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Dale Lynch
Officer — EVP - Chief Financial Officer
Period of report
Mar 31, 2015
Accepted (ET)
Apr 2, 2015 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000845877
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class C Non-Voting Common StockF1,F2,F3 | Mar 31, 2015 | F | 1,279 | $27.97 | D | 19,194 | D | |
| Class C Non-Voting Common StockF4,F3 | Apr 1, 2015 | A | 5,490 | $0.00 | A | 24,684 | D | |
| Class C Non-Voting Common StockF5,F3 | Apr 1, 2015 | A | 1,365 | $0.00 | A | 26,049 | D | |
| Class C Non-Voting Common StockF6,F3 | Apr 1, 2015 | A | 1,365 | $0.00 | A | 27,414 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF8,F7 | $32.39 | Apr 1, 2015 | A | 9,540 | A | — | Apr 1, 2025 | Class C Non-Voting Common Stock | 9,540 | 9,540 | D |
Explanation of responses
- F1On March 31, 2015, (i) 1,288 shares of restricted stock vested as the second installment of the time-based award granted in April 2013, for which the Federal Agricultural Mortgage Corporation ("Farmer Mac") retained 614 shares to satisfy withholding requirements and (ii) 1,420 shares of restricted stock vested as the first installment of the time-based award granted in April 2014, for which Farmer Mac retained 665 shares to satisfy withholding requirements.
- F2In accordance with a policy adopted by the Compensation Committee of Farmer Mac's Board of Directors, the price used for the calculation of the number of shares withheld by Farmer Mac in satisfaction of tax liability is the closing price of Farmer Mac's Class C Non-Voting Common Stock on the last trading day before the vesting date.
- F3Includes 16,930 shares of unvested restricted stock previously granted pursuant to Farmer Mac's 2008 Omnibus Incentive Plan. The grants of restricted stock have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission.
- F4Grant of shares of time-vested restricted stock under Farmer Mac's 2008 Omnibus Incentive Plan for no consideration. Includes three installments of 1,830 shares of restricted stock, each of which will vest on March 31, 2016, March 31, 2017, and March 31, 2018, respectively.
- F5Grant of shares of performance-based restricted stock under Farmer Mac's 2008 Omnibus Incentive Plan for no consideration. The shares will vest on March 31, 2018 if the Farmer Mac maintains compliance with all applicable regulatory capital requirements between January 2, 2015 and December 31, 2017, with the percentage of shares that will vest to be determined by the Compensation Committee of Farmer Mac's Board of Directors.
- F6Grant of shares of performance-based restricted stock under Farmer Mac's 2008 Omnibus Incentive Plan for no consideration. The shares will vest on March 31, 2018 if Farmer Mac meets certain performance objectives related to portfolio charge-offs and delinquencies, as specified in the related award agreement.
- F7Exercisable beginning March 31, 2016 with respect to 3,180 shares, beginning March 31, 2017 with respect to 3,180 shares, and beginning March 31, 2018 with respect to 3,180 shares.
- F8Grant of stock appreciation rights under Farmer Mac's 2008 Omnibus Incentive Plan for no consideration.