SEC Form 4 · accession 0000845877-17-000096
FEDERAL AGRICULTURAL MORTGAGE CORP · AGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory Ramsey
Officer — Principal Accounting Officer
Period of report
May 16, 2017
Accepted (ET)
May 18, 2017 · 4:58 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 16, 2017 | M | 1,334 | $35.60 | A | 3,184 | D | |
| Class C Non-Voting Common StockF1,F2 | May 16, 2017 | M | 1,333 | $32.39 | A | 4,517 | D | |
| Class C Non-Voting Common StockF1,F2 | May 16, 2017 | F | 396 | $61.54 | D | 4,121 | D | |
| Class C Non-Voting Common StockF1,F2 | May 16, 2017 | D | 1,472 | $61.54 | D | 2,649 | D | |
| Class C Non-Voting Common StockF3,F4,F2 | May 18, 2017 | S | 799 | $60.8164 | D | 1,850 | 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 RightF5 | $35.60 | May 16, 2017 | M | 1,334 | D | — | Apr 21, 2024 | Class C Non-Voting Common Stock | 1,334 | 0 | D |
| Stock Appreciation RightF6 | $32.39 | May 16, 2017 | M | 1,333 | D | — | Apr 1, 2025 | Class C Non-Voting Common Stock | 1,333 | 1,334 | D |
Explanation of responses
- F1Mr. Ramsey received 799 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 1,334 stock appreciation rights with a grant price of $35.60 per share and 1,333 stock appreciation rights with a grant price of $32.39 per share. Those partial exercises entitled Mr. Ramsey to receive 1,195 shares of the Corporation's Class C Non-Voting Common Stock, and 396 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 1,850 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 during an open trading window for key employees and directors of Farmer Mac.
- 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 $60.79 to $60.83, inclusive. The Reporting Person undertakes to provide to the Farmer Mac, any security holder of the 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 March 31, 2015 with respect to 1,333 shares, beginning March 31, 2016 with respect to 1,333 shares, and beginning March 31, 2017 with respect to 1,334 shares.
- F6Exercisable beginning March 31, 2016 with respect to 1,333 shares, beginning March 31, 2017 with respect to 1,333 shares, and beginning March 31, 2018 with respect to 1,334 shares.