SEC Form 4 · accession 0000845877-17-000152
FEDERAL AGRICULTURAL MORTGAGE CORP · AGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Dale Lynch
Officer — EVP - Chief Financial Officer
Period of report
Oct 10, 2017
Accepted (ET)
Oct 11, 2017 · 4:17 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 | Oct 10, 2017 | M | 4,000 | $37.17 | A | 30,156 | D | |
| Class C Non-Voting Common StockF1,F2 | Oct 10, 2017 | F | 976 | $76.06 | D | 29,180 | D | |
| Class C Non-Voting Common StockF1,F2 | Oct 10, 2017 | D | 1,954 | $76.06 | D | 27,226 | D | |
| Class C Non-Voting Common StockF3,F2 | Oct 10, 2017 | M | 10,180 | $30.20 | A | 37,406 | D | |
| Class C Non-Voting Common StockF3,F2 | Oct 10, 2017 | F | 2,928 | $76.06 | D | 34,478 | D | |
| Class C Non-Voting Common StockF3,F2 | Oct 10, 2017 | D | 4,042 | $76.06 | D | 30,436 | 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 | $37.17 | Oct 10, 2017 | M | 4,000 | D | Jan 31, 2016 | Feb 15, 2023 | Class C Non-Voting Common Stock | 4,000 | 0 | D |
| Stock Appreciation RightF4 | $30.20 | Oct 10, 2017 | M | 10,180 | D | — | Apr 3, 2023 | Class C Non-Voting Common Stock | 10,180 | 0 | D |
Explanation of responses
- F1In connection with the net share settlement of the exercise of 4,000 vested stock appreciation rights ("SARs") granted in February 2013 with a grant price of $37.17 per share, Mr. Lynch was entitled to receive 2,046 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Lynch retained 1,070 shares, and Farmer Mac retained 976 shares to satisfy tax withholding requirements arising from the exercise. The 1,954 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 22,365 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 10,180 vested SARs granted in April 2013 with a grant price of $30.20 per share, Mr. Lynch was entitled to receive 6,138 shares of Farmer Mac's Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Lynch retained 3,210 shares, and Farmer Mac retained 2,928 shares to satisfy tax withholding requirements arising from the exercise. The 4,042 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, 2014 with respect to 3,393 shares, beginning March 31, 2015 with respect to 3,393 shares, and beginning March 31, 2016 with respect to 3,394 shares.