SEC Form 4 · accession 0000845877-18-000111
FEDERAL AGRICULTURAL MORTGAGE CORP · AGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Curtis Covington
Officer — EVP - Agricultural Finance
Period of report
May 16, 2018
Accepted (ET)
May 18, 2018 · 4:36 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 | May 16, 2018 | M | 4,000 | $28.17 | A | 20,401 | D | |
| Class C Non-Voting Common StockF1,F2,F3 | May 16, 2018 | F | 1,053 | $91.02 | D | 19,348 | D | |
| Class C Non-Voting Common StockF1,F2,F3 | May 16, 2018 | D | 1,237 | $91.02 | D | 18,111 | D | |
| Class C Non-Voting Common StockF2,F4,F3 | May 16, 2018 | M | 2,690 | $32.39 | A | 20,801 | D | |
| Class C Non-Voting Common StockF2,F4,F3 | May 16, 2018 | F | 661 | $91.02 | D | 20,140 | D | |
| Class C Non-Voting Common StockF2,F4,F3 | May 16, 2018 | D | 957 | $91.02 | D | 19,183 | D | |
| Class C Non-Voting Common StockF2,F5,F3 | May 16, 2018 | M | 3,412 | $35.75 | A | 22,595 | D | |
| Class C Non-Voting Common StockF2,F5,F3 | May 16, 2018 | F | 790 | $91.02 | D | 21,805 | D | |
| Class C Non-Voting Common StockF2,F5,F3 | May 16, 2018 | D | 1,340 | $91.02 | D | 20,465 | D | |
| Class C Non-Voting Common StockF2,F6,F3 | May 16, 2018 | M | 1,619 | $60.84 | A | 22,084 | D | |
| Class C Non-Voting Common StockF2,F6,F3 | May 16, 2018 | F | 205 | $91.02 | D | 21,879 | D | |
| Class C Non-Voting Common StockF2,F6,F3 | May 16, 2018 | D | 1,082 | $91.02 | D | 20,797 | 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 | $28.17 | May 16, 2018 | M | 4,000 | D | Jan 26, 2018 | Jan 26, 2025 | Class C Non-Voting Common Stock | 4,000 | 0 | D |
| Stock Appreciation RightF2,F4,F7 | $32.39 | May 16, 2018 | M | 2,690 | D | — | Apr 1, 2025 | Class C Non-Voting Common Stock | 2,690 | 0 | D |
| Stock Appreciation RightF2,F5,F8 | $35.75 | May 16, 2018 | M | 3,412 | D | — | Mar 15, 2026 | Class C Non-Voting Common Stock | 3,412 | 3,412 | D |
| Stock Appreciation RightF2,F6,F9 | $60.84 | May 16, 2018 | M | 1,619 | D | — | Mar 14, 2027 | Class C Non-Voting Common Stock | 1,619 | 3,238 | D |
Explanation of responses
- F1In connection with the net share settlement of the exercise of 4,000 vested stock appreciation rights ("SARs") granted in January 2015 with a grant price of $28.17 per share, Mr. Covington was entitled to receive 2,763 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 1,710 shares, and Farmer Mac retained 1,053 shares to satisfy tax withholding requirements arising from the exercise. The 1,237 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 during an open trading window for employees and directors of Farmer Mac.
- F3Includes 9,708 shares of unvested restricted stock previously granted pursuant to Farmer Mac's Amended and Restated 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.
- F4In connection with the net share settlement of the exercise of 2,690 vested SARs granted in April 2015 with a grant price of $32.39 per share, Mr. Covington was entitled to receive 1,733 shares of the Farmer Mac's Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Covington retained 1,072 shares, and Farmer Mac retained 661 shares to satisfy tax withholding requirements arising from the exercise. The 957 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.
- F5In 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 2,072 shares of the Farmer Mac's Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Covington retained 1,282 shares, and Farmer Mac retained 790 shares to satisfy tax withholding requirements arising from the exercise. The 1,340 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.
- F6In connection with the net share settlement of the exercise of 1,619 vested SARs granted in March 2017 with a grant price of $60.84 per share, Mr. Covington was entitled to receive 537 shares of the Farmer Mac's Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Covington retained 332 shares, and Farmer Mac retained 205 shares to satisfy tax withholding requirements arising from the exercise. The 1,082 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.
- F7Exercisable 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.
- F8Exercisable 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.
- F9Exercisable beginning March 31, 2018 with respect to 1,619 shares, beginning March 31, 2019 with respect to 1,619 shares, and beginning March 31, 2020 with respect to 1,619 shares.