SEC Form 4 · accession 0000845877-16-000337
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
Nov 9, 2016
Accepted (ET)
Nov 14, 2016 · 5:45 pm EST
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 | Nov 9, 2016 | M | 28,134 | $29.33 | A | 78,460 | D | |
| Class C Non-Voting Common StockF1,F2 | Nov 9, 2016 | F | 5,134 | $47.50 | D | 73,326 | D | |
| Class C Non-Voting Common StockF1,F2 | Nov 9, 2016 | D | 17,372 | $47.50 | D | 55,954 | D | |
| Class C Non-Voting Common StockF3,F2 | Nov 9, 2016 | M | 15,000 | $12.20 | A | 70,954 | D | |
| Class C Non-Voting Common StockF3,F2 | Nov 9, 2016 | F | 5,318 | $47.50 | D | 65,636 | D | |
| Class C Non-Voting Common StockF3,F2 | Nov 9, 2016 | D | 3,852 | $47.50 | D | 61,784 | D | |
| Class C Non-Voting Common StockF4,F5,F2 | Nov 10, 2016 | S | 11,258 | $47.51 | D | 50,526 | D | |
| Class C Non-Voting Common StockF4,F2 | Nov 10, 2016 | S | 200 | $47.98 | 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 OptionF1,F6 | $29.33 | Nov 9, 2016 | M | 28,134 | D | — | Jun 7, 2017 | Stock Option | 28,134 | 0 | D |
| Stock Appreciation RightF3,F7 | $12.20 | Nov 9, 2016 | M | 15,000 | D | — | Apr 1, 2020 | Class C Non-Voting Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1This report reflects (on Table I) (a) the acquisition of 28,134 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock through the exercise of a stock option acquired by the Reporting Person in June 2007 at a grant price of $29.33 pursuant to former Rule 16b-3; (b) the net share settlement of his exercise, which entitled Mr. Buzby to receive 28,134 shares, of which (i) 5,134 were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise, (ii) 17,372 were delivered to Farmer Mac to cover the exercise cost, and (iii) 5,628 were delivered to Mr. Buzby; (c) the sale of 5,628 shares; and (on Table II) (d) the exercise of the June 2007 employee stock option. The exercise of the June 2007 employee stock option is exempt under Section 16(b) under Rule 16b-6 but is reported herein pursuant to Rule 16a-4.
- F2Includes 34,814 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.
- F3Mr. Buzby received 5,830 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 11,148 shares of the Corporation's Class C Non-Voting Common Stock, and 5,318 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.
- F4Transaction effected pursuant to a trading plan adopted in accordance with Rule 10b5-1.
- 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 $46.93 to $47.87, 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 May 31, 2008 with respect to 9,378 shares, beginning May 31, 2009 with respect to 9,378 shares, and beginning May 31, 2010 with respect to 9,378 shares.
- F7Exercisable 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.