Amendment: SEC Form SCHEDULE 13D/A filed by Farmland Partners Inc.
$FPI
Real Estate Investment Trusts
Real Estate
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Farmland Partners Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
31154R109 (CUSIP Number) |
Paul A. Pittman 4600 S. Syracuse Street, Suite 1450, Denver, CO, 80237 (720) 452-3100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 31154R109 |
| 1 |
Name of reporting person
Paul A. Pittman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,906,350.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amounts in Rows 7, 9 and 11 reflect a correction to the number of shares originally reported in the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 10, 2023.
The percentage in Row 13 is based on 45,894,404 shares of Common Stock (as defined below) outstanding as of February 14, 2025, as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share | |
| (b) | Name of Issuer:
Farmland Partners Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4600 S. Syracuse Street, Suite 1450, Denver,
COLORADO
, 80237. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") relates to the common stock, $0.01 par value per share (the "Common Stock"), of Farmland Partners Inc. (the "Issuer") and amends the original Schedule 13D filed with the SEC on October 10, 2023 (the "Schedule 13D"). The Issuer's principal executive offices are located at 4600 S. Syracuse Street, Suite 1450, Denver, Colorado, 80237. Except as otherwise specifically provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed by Paul A. Pittman, who serves as the Executive Chairman of the Issuer. Mr. Pittman is the beneficial owner of the amount of Common Stock of the Issuer as set forth in Row 11 of the cover page of this Schedule 13D. Mr. Pittman is referred to herein as the "Reporting Person." | |
| (b) | The address of the principal business office of the Reporting Person is 4600 S. Syracuse Street, Suite 1450, Denver, Colorado, 80237. | |
| (c) | The present principal occupation of the Reporting Person is serving as the Executive Chairman of the Issuer. The Issuer is an internally managed real estate investment trust that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America. The principal business address of the Issuer is 4600 S. Syracuse Street, Suite 1450, Denver, Colorado, 80237. | |
| (d) | The Reporting Person, during the last five years, (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | The Reporting Person, during the last five years, (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On February 18, 2025, the Reporting Person was awarded Common Stock in connection with his service to the Issuer in the amount of 45,687 shares, which triggered the requirement to file this Amendment No. 1. The Reporting Person had previously made open market purchases and tendered Class A common units of limited partnership interest in Farmland Partners Operating Partnership, LP in exchange for shares of Common Stock, and the Issuer had previously awarded additional shares of Common Stock to the Reporting Person in connection with his service to the Issuer, resulting in the current beneficial ownership set forth in Row 11 of the cover page of this Amendment No. 1. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Items 3 and 5 of this Amendment No. 1 is hereby incorporated by reference in this Item 4.
The Reporting Person may acquire additional Common Stock, dispose of all or some of the Common Stock from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Common Stock, depending on business and market conditions, his continuing evaluation of the business and prospects of the Issuer and other factors. Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Person has no present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth, or incorporated by reference, in Items 2, 3 and 4 of this Amendment No. 1 and the responses of the Reporting Person to Rows 7 through 11 and Row 13 of the cover pages of this Amendment No. 1 are hereby incorporated by this reference in this Item 5.
The Reporting Person is the beneficial owner of 2,906,350 shares of Common Stock, representing approximately 6.3% of the shares of Common Stock outstanding on February 14, 2025, consisting of: 1,632,550 shares of Common Stock owned directly by the Reporting Person; 1,271,500 shares of Common Stock held by PJAC Farmland Partners, LLC, an entity controlled by the Reporting Person; and 2,300 shares of Common Stock held as UTMA Custodian for children of the Reporting Person.
Excluded from the Reporting Person's beneficial ownership are 5,300 shares of Common Stock held by the Reporting Person's spouse. | |
| (b) | The Reporting Person possesses sole voting and dispositive power over 2,906,350 shares of Common Stock. | |
| (c) | During the past sixty days, the Reporting Person has not effected any transactions in Common Stock, except as reported in Item 3 hereof. | |
| (d) | Other than as set forth in this Item 5 with respect to the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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