SEC Form 4 · accession 0000845877-17-000140
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
Sep 27, 2017
Accepted (ET)
Sep 29, 2017 · 5:11 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,F3 | Sep 27, 2017 | M | 19,509 | $28.94 | A | 65,799 | D | |
| Class C Non-Voting Common StockF1,F2,F3 | Sep 27, 2017 | F | 5,704 | $74.77 | D | 60,095 | D | |
| Class C Non-Voting Common StockF1,F2,F3 | Sep 27, 2017 | D | 7,551 | $74.77 | D | 52,544 | D | |
| Class C Non-Voting Common StockF2,F3 | Sep 27, 2017 | S | 2,450 | $74.85 | D | 50,094 | D | |
| Class C Non-Voting Common StockF2,F3 | Sep 28, 2017 | S | 4,080 | $74.85 | D | 46,014 | D | |
| Class C Non-Voting Common StockF2,F3 | Sep 28, 2017 | S | 100 | $74.89 | D | 45,914 | D | |
| Class C Non-Voting Common StockF1,F2,F4,F3 | Sep 29, 2017 | S | 3,030 | $72.7538 | D | 42,884 | D | |
| Class C Non-Voting Common StockF1,F2,F5,F3 | Sep 29, 2017 | S | 900 | $73.6417 | D | 41,984 | 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,F2,F6 | $28.94 | Sep 27, 2017 | M | 19,509 | D | May 31, 2009 | Jun 5, 2018 | Class C Non-Voting Common Stock | 19,509 | 0 | D |
Explanation of responses
- F1In connection with the net share settlement of the exercise of 19,509 vested stock appreciation rights ("SARs") granted in June 2008 with a grant price of $28.94 per share, Mr. Buzby was entitled to receive 11,958 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock. Farmer Mac retained 5,704 shares to satisfy tax withholding requirements arising from the exercise, and 3,930 shares of the 6,254 shares retained by Mr. Buzby were sold on September 29, 2017. The 7,551 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.
- F2Transaction effected pursuant to a trading plan adopted by Mr. Buzby in accordance with Rule 10b5-1.
- F3Includes 28,815 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.
- 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 $72.40 to $73.32, 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.
- 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 $73.47 to $73.80, 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, 2009 with respect to 6,503 shares, beginning May 31, 2010 with respect to 6,503 shares, and beginning May 31, 2011 with respect to 6,503 shares.