Statement of Changes in Beneficial Ownership (4)
April 04 2023 - 4:46PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Brinch Brian M |
2. Issuer Name and Ticker or Trading Symbol
FEDERAL AGRICULTURAL MORTGAGE CORP
[
AGM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP- Enterprise Risk Officer |
(Last)
(First)
(Middle)
C/O FARMER MAC, 1999 K STREET N.W., 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2023 |
(Street)
WASHINGTON, DC 20006 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class C Non-Voting Common Stock | 3/31/2023 | | F | | 498 (1) | D | $130.46 (2) | 8705 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On March 31, 2023, (i) 225 restricted stock units vested as the third installment of the time-based award granted in March 2020, for which the Federal Agricultural Mortgage Corporation ("Farmer Mac") retained 109 shares to satisfy withholding requirements, (ii) 372 performance-based restricted stock units vested that were granted in March 2020 (337 target units vesting at a 110.1884% performance factor), for which Farmer Mac retained 180 shares to satisfy withholding requirements, (iii) 259 restricted stock units vested as the second installment of the time-based award granted in March 2021, for which Farmer Mac retained 126 shares to satisfy withholding requirements, and (iv) 170 restricted stock units vested as the first installment of the time-based award granted in March 2022, for which Farmer Mac retained 83 shares to satisfy withholding requirements. |
(2) | In accordance with a policy adopted by the Human Capital and Compensation Committee of Farmer Mac's Board of Directors, the price used for the calculation of the number of shares withheld by Farmer Mac in satisfaction of tax liability is the closing price of Farmer Mac's Class C Non-Voting Common Stock on the New York Stock Exchange on the last trading day before the vesting date. |
(3) | Includes 2,005 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan. The grants of restricted stock units have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission. The total amount of securities beneficially owned has been adjusted since the Reporting Person's last filing to reflect 35 more shares that vested on March 31, 2023 as a result of applying a 110.1884% performance factor to 337 target restricted stock units granted in March 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Brinch Brian M C/O FARMER MAC 1999 K STREET N.W., 4TH FLOOR WASHINGTON, DC 20006 |
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| SVP- Enterprise Risk Officer |
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Signatures
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Stephen P. Mullery, as attorney-in-fact for Brian M. Brinch | | 4/4/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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