SEC Form 4 · accession 0000845877-18-000121
FEDERAL AGRICULTURAL MORTGAGE CORP · AGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian M Brinch
Officer — SVP-Business Strategy
Period of report
May 21, 2018
Accepted (ET)
May 23, 2018 · 4:39 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 21, 2018 | M | 4,000 | $35.60 | A | 11,048 | D | |
| Class C Non-Voting Common StockF1,F2,F3 | May 21, 2018 | F | 1,132 | $91.42 | D | 9,916 | D | |
| Class C Non-Voting Common StockF1,F2,F3 | May 21, 2018 | D | 1,557 | $91.42 | D | 8,359 | D | |
| Class C Non-Voting Common StockF1,F2,F4,F3 | May 22, 2018 | S | 1,311 | $92.1312 | D | 7,048 | 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,F5 | $35.60 | May 21, 2018 | M | 4,000 | D | Mar 31, 2017 | Apr 21, 2024 | Class C Non-Voting Common Stock | 4,000 | 0 | D |
Explanation of responses
- F1Transaction effected during an open trading window for employees and directors of the Federal Agricultural Mortgage Corporation ("Farmer Mac").
- F2In connection with the net share settlement of the exercise of 4,000 vested stock appreciation rights ("SARs") granted in April 2014 with a grant price of $35.60 per share, Mr. Brinch was entitled to receive 2,443 shares of the Farmer Mac Class C Non-Voting Common Stock. Farmer Mac retained 1,132 shares to satisfy tax withholding requirements arising from the exercise, and 1,311 shares retained by Mr. Brinch were sold on May 22, 2018. The 1,557 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.
- F3Includes 3,695 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.
- 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 $92.00 to $92.33, 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.
- 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.