SEC Form 4 · accession 0000845877-16-000339

FEDERAL AGRICULTURAL MORTGAGE CORP · AGM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stephen P Mullery

Officer — SVP - General Counsel

Period of report

Nov 9, 2016

Accepted (ET)

Nov 14, 2016 · 5:47 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
Class C Non-Voting Common Stock^F1,F2	Nov 9, 2016	M	2,000	$32.77	A	17,274	D
Class C Non-Voting Common Stock^F1,F2	Nov 9, 2016	F	316	$47.50	D	16,958	D
Class C Non-Voting Common Stock^F1,F2	Nov 9, 2016	D	1,380	$47.50	D	15,578	D
Class C Non-Voting Common Stock^F3,F2	Nov 9, 2016	M	5,000	$7.78	A	20,578	D
Class C Non-Voting Common Stock^F3,F2	Nov 9, 2016	F	2,129	$47.50	D	18,449	D
Class C Non-Voting Common Stock^F3,F2	Nov 9, 2016	D	818	$47.50	D	17,631	D
Class C Non-Voting Common Stock^F4,F5,F2	Nov 10, 2016	S	2,357	$47.5283	D	15,274	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option^F1	$32.77	Nov 9, 2016	M	2,000	D	Aug 31, 2010	Oct 3, 2017	Class C Non-Voting Common Stock	2,000	0	D
Stock Appreciation Right^F3,F6	$7.78	Nov 9, 2016	M	5,000	D	—	Oct 7, 2019	Class C Non-Voting Common Stock	5,000	0	D

Explanation of responses

F1This report reflects (on Table I) (a) the acquisition of 2,000 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 October 2007 at a grant price of $32.77 pursuant to former Rule 16b-3; (b) the net share settlement of his exercise, which entitled Mr. Mullery to receive 2,000 shares, of which (i) 316 were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise, (ii) 1,380 were delivered to Farmer Mac to cover the exercise cost, and (iii) 304 were delivered to Mr. Mullery; (c) the sale of 304 shares (included in the total of 2,357 shares sold reported on Table I); and (on Table II) (d) the exercise of the October 2007 employee stock option. The exercise of the October 2007 employee stock option is exempt under Section 16(b) under Rule 16b-6 but is reported herein pursuant to Rule 16a-4.
F2Includes 11,142 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. Mullery received 2,053 shares of the Farmer Mac's Class C Non-Voting Common Stock upon net share settlement of his exercise of 5,000 stock appreciation rights with a grant price of $7.78 per share. That exercise entitled Mr. Mullery to receive 4,182 shares of the Corporation's Class C Non-Voting Common Stock, and 2,129 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 $47.20 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 August 31, 2010 with respect to 1,667 shares, beginning August 31, 2011 with respect to 1,667 shares, and beginning August 31, 2012 with respect to 1,666 shares.