Statement of Changes in Beneficial Ownership (4)
June 12 2023 - 5:44PM
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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OMB APPROVAL
OMB Number:
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 |
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(Last)
(First)
(Middle)
C/O FARMER MAC, 1999 K STREET N.W., 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2023 |
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(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 | 6/8/2023 | | M | | 1470 (1)(2) | A | $82.76 | 10175 (3) | D | |
| Class C Non-Voting Common Stock | 6/8/2023 | | F | | 219 (1)(2) | D | $150.45 | 9956 (3) | D | |
| Class C Non-Voting Common Stock | 6/8/2023 | | D | | 809 (1)(2) | D | $150.45 | 9147 (3) | D | |
| Class C Non-Voting Common Stock | 6/8/2023 | | M | | 1845 (2)(4) | A | $75.16 | 10992 (3) | D | |
| Class C Non-Voting Common Stock | 6/8/2023 | | F | | 307 (2)(4) | D | $150.45 | 10685 (3) | D | |
| Class C Non-Voting Common Stock | 6/8/2023 | | D | | 922 (2)(4) | D | $150.45 | 9763 (3) | D | |
| Class C Non-Voting Common Stock | 6/12/2023 | | S | | 1058 (2) | D | $150.7154 (5) | 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 |
| Stock Appreciation Right | $82.76 | 6/8/2023 | | M | | | 1470 (1)(2) | 3/31/2022 | 2/27/2029 | Class C Non-Voting Common Stock | 1470 | $0 | 0 | D | |
| Stock Appreciation Right | $75.16 | 6/8/2023 | | M | | | 1845 (2)(4) | 3/31/2023 | 3/3/2030 | Class C Non-Voting Common Stock | 1845 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | In connection with the net share settlement of the exercise of 1,470 vested stock appreciation rights ("SARs") granted in February 2019 with the grant price of $82.76 per share, Mr. Brinch was entitled to receive 661 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Brinch retained 442 shares, and Farmer Mac retained 219 shares to satisfy tax withholding requirements arising from the exercise. The 809 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. |
| (2) | Transaction effected during an open trading window for employees and directors of Farmer Mac. |
| (3) | Includes 2,005 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan, as described in more detail in the Reporting Person's prior filings under Section 16 of the Securities Exchange Act of 1934. |
| (4) | In connection with the net share settlement of the exercise of 1,845 vested SARs granted in March 2020 with the grant price of $75.16 per share, Mr. Brinch was entitled to receive 923 shares of Farmer Mac's Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Brinch retained 616 shares, and Farmer Mac retained 307 shares to satisfy tax withholding requirements arising from the exercise. The 922 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. |
| (5) | The 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 $150.58 to $150.832, 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 about the number of shares sold at each separate price within the range set forth in this footnote. |
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 | | 6/12/2023 |
| **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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