SEC Form 4 · accession 0000845877-15-000100
FEDERAL AGRICULTURAL MORTGAGE CORP · AGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy L Buzby
Officer — President and CEO
Period of report
May 13, 2015
Accepted (ET)
May 15, 2015 · 4:53 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 | May 13, 2015 | M | 13,334 | $5.93 | A | 66,008 | D | |
| Class C Non-Voting Common StockF1,F2 | May 13, 2015 | F | 5,218 | $33.01 | D | 60,790 | D | |
| Class C Non-Voting Common StockF1,F2 | May 13, 2015 | D | 2,395 | $33.01 | D | 58,395 | D | |
| Class C Non-Voting Common StockF3,F4,F2 | May 13, 2015 | S | 5,721 | $32.9039 | D | 52,674 | 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 RightF1,F5 | $5.93 | May 13, 2015 | M | 13,334 | D | — | Jun 4, 2019 | Class C Non-Voting Common Stock | 13,334 | 0 | D |
Explanation of responses
- F1Mr. Buzby received 5,721 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock upon net share settlement of his partial exercise of 13,334 stock appreciation rights with a grant price of $5.93 per share. That partial exercise entitled Mr. Buzby to receive 10,939 shares of the Corporation's Class C Non-Voting Common Stock, and 5,218 shares were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise. Each stock appreciation right represents the right to receive, upon exercise, the number of shares of Farmer Mac's Class C Non-Voting Common Stock equal to the excess of the fair market value of shares on the exercise date over the grant price.
- F2Includes 38,410 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.
- F3Transaction effected pursuant to a trading plan adopted by Mr. Buzby in accordance with Rule 10b5-1.
- F4The price reported in Column 4 is a weighted average price. These shares of Class C Non-Voting Common Stock were sold in multiple transactions at prices ranging from $32.78 to $33.01, inclusive. The Reporting Person undertakes to provide to Farmer Mac, any security holder of Farmer Mac, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.
- F5Exercisable beginning May 31, 2010 with respect to 13,333 shares, beginning May 31, 2011 with respect to 13,333 shares, and beginning May 31, 2012 with respect to 13,334 shares.