SEC Form 4 · accession 0000845877-17-000134
FEDERAL AGRICULTURAL MORTGAGE CORP · AGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Curtis Covington
Officer — SVP - Agricultural Finance
Period of report
Sep 5, 2017
Accepted (ET)
Sep 7, 2017 · 4:30 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 | Sep 5, 2017 | M | 2,690 | $32.39 | A | 18,034 | D | |
| Class C Non-Voting Common StockF1,F2 | Sep 5, 2017 | F | 647 | $65.24 | D | 17,387 | D | |
| Class C Non-Voting Common StockF1,F2 | Sep 5, 2017 | D | 1,335 | $65.24 | D | 16,052 | D | |
| Class C Non-Voting Common StockF3,F2 | Sep 5, 2017 | M | 3,412 | $35.75 | A | 19,464 | D | |
| Class C Non-Voting Common StockF3,F2 | Sep 5, 2017 | F | 737 | $65.24 | D | 18,727 | D | |
| Class C Non-Voting Common StockF3,F2 | Sep 5, 2017 | D | 1,869 | $65.24 | D | 16,858 | 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,F4 | $32.39 | Sep 5, 2017 | M | 2,690 | D | Mar 31, 2016 | Apr 1, 2025 | Class C Non-Voting Common Stock | 2,690 | 2,690 | D |
| Stock Appreciation RightF3,F5 | $35.75 | Sep 5, 2017 | M | 3,412 | D | — | Mar 15, 2026 | Class C Non-Voting Common Stock | 3,412 | 6,824 | D |
Explanation of responses
- F1In connection with the net share settlement of the exercise of 2,690 vested stock appreciation rights ("SARs") granted in April 2015 with a grant price of $32.39 per share, Mr. Covington was entitled to receive 1,355 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Covington retained 708 shares, and Farmer Mac retained 647 shares to satisfy tax withholding requirements arising from the exercise. The 1,335 shares reported as a disposition to the issuer of issuer equity securities represents the difference between the number of SARs exercised and the number of shares issuable as a result of the exercise. Each SAR 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 13,152 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.
- F3In connection with the net share settlement of the exercise of 3,412 vested SARs granted in March 2016 with a grant price of $35.75 per share, Mr. Covington was entitled to receive 1,543 shares of Farmer Mac's Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Covington retained 806 shares, and Farmer Mac retained 737 shares to satisfy tax withholding requirements arising from the exercise. The 1,869 shares reported as a disposition to the issuer of issuer equity securities represents the difference between the number of SARs exercised and the number of shares issuable as a result of the exercise. Each SAR 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.
- F4Exercisable beginning March 31, 2016 with respect to 2,690 shares, beginning March 31, 2017 with respect to 2,690 shares, and beginning March 31, 2018 with respect to 2,690 shares.
- F5Exercisable beginning March 31, 2017 with respect to 3,412 shares, beginning March 31, 2018 with respect to 3,412 shares, and beginning March 31, 2019 with respect to 3,412 shares.