SEC Form 4 · accession 0000845877-16-000326
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
Oct 31, 2016
Accepted (ET)
Nov 2, 2016 · 4:31 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 | Oct 31, 2016 | S | 4,380 | $41.08 | D | 50,326 | D | |
| Class C Non-Voting Common StockF3,F2 | Oct 31, 2016 | M | 15,000 | $12.20 | A | 65,326 | D | |
| Class C Non-Voting Common StockF3,F2 | Oct 31, 2016 | F | 5,018 | $40.83 | D | 60,308 | D | |
| Class C Non-Voting Common StockF3,F2 | Oct 31, 2016 | D | 4,481 | $40.83 | D | 55,827 | D | |
| Class C Non-Voting Common StockF1,F4,F2 | Nov 1, 2016 | S | 5,320 | $40.1891 | D | 50,507 | D | |
| Class C Non-Voting Common StockF1,F5,F2 | Nov 1, 2016 | S | 181 | $40.8269 | D | 50,326 | 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 RightF6 | $12.20 | Oct 31, 2016 | M | 15,000 | D | — | Apr 1, 2020 | Class C Non-Voting Common Stock | 15,000 | 30,000 | D |
Explanation of responses
- F1Transaction effected pursuant to a trading plan adopted by Mr. Buzby in accordance with Rule 10b5-1.
- F2Includes 34,814 shares of unvested restricted stock previously granted pursuant to the Federal Agricultural Mortgage Corporation's ("Farmer Mac") 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.
- F3Mr. Buzby received 5,501 shares of Farmer Mac's Class C Non-Voting Common Stock upon net share settlement of his partial exercise of 15,000 stock appreciation rights with a grant price of $12.20 per share. That partial exercise entitled Mr. Buzby to receive 10,519 shares of the Corporation's Class C Non-Voting Common Stock, and 5,018 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.
- 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 $39.76 to $40.74, inclusive. The Reporting Person undertakes to provide to the Federal Agricultural Mortgage Corporation, any security holder of the Federal Agricultural Mortgage Corporation, 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.
- F5The 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 $40.80 to $40.86, 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.
- F6Exercisable beginning March 31, 2011, with respect to 15,000 shares, beginning March 31, 2012, with respect to 15,000 shares, and beginning March 31, 2013, with respect to 15,000 shares.