EVP - Chief Business Officer Carpenter Zachary returned $330,425 worth of Class C Non-Voting Common Stock to the company (1,580 units at $209.13), sold $103,677 worth of Class C Non-Voting Common Stock (500 units at $207.35), exercised 3,116 units of Class C Non-Voting Common Stock at a strike of $105.99 and covered exercise/tax liability with 743 units of Class C Non-Voting Common Stock, increasing direct ownership by 3% to 9,673 units (SEC Form 4)
$AGM
Finance Companies
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
FEDERAL AGRICULTURAL MORTGAGE CORP [ AGM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class C Non-Voting Common Stock | 11/07/2024 | M | 1,414(1)(2) | A | $88.68 | 10,794(3) | D | |||
| Class C Non-Voting Common Stock | 11/07/2024 | F | 394(1)(2) | D | $209.13 | 10,400(3) | D | |||
| Class C Non-Voting Common Stock | 11/07/2024 | D | 600(1)(2) | D | $209.13 | 9,800(3) | D | |||
| Class C Non-Voting Common Stock | 11/07/2024 | M | 1,702(2)(4) | A | $120.38 | 11,502(3) | D | |||
| Class C Non-Voting Common Stock | 11/07/2024 | F | 349(2)(4) | D | $209.13 | 11,153(3) | D | |||
| Class C Non-Voting Common Stock | 11/07/2024 | D | 980(2)(4) | D | $209.13 | 10,173(3) | D | |||
| Class C Non-Voting Common Stock | 11/08/2024 | S | 500(2) | D | $207.354 | 9,673(3) | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | $88.68 | 11/07/2024 | M | 1,414(1)(2) | 03/31/2024 | 03/02/2031 | Class C Non-Voting Common Stock | 1,414 | $0 | 0 | D | ||||
| Stock Appreciation Right | $120.38 | 11/07/2024 | M | 1,702(2)(4) | (5) | 03/09/2032 | Class C Non-Voting Common Stock | 1,702 | $0 | 851 | D | ||||
| Explanation of Responses: |
| 1. In connection with the net share settlement of the exercise of 1,414 vested stock appreciation rights ("SARs") granted in March 2021 with a grant price of $88.68 per share, Mr. Carpenter was entitled to receive 814 shares of Class C Non-Voting Common Stock of the Federal Agricultural Mortgage Corporation ("Farmer Mac"). Of these shares, Mr. Carpenter received 420 shares, and Farmer Mac retained 394 shares to satisfy tax withholding requirements arising from the exercise. The 600 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 4,666 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 1,702 vested SARs granted in March 2022 with a grant price of $120.38 per share, Mr. Carpenter was entitled to receive 722 shares of Class C Non-Voting Common Stock of Farmer Mac. Of these shares, Mr. Carpenter received 373 shares, and Farmer Mac retained 349 shares to satisfy tax withholding requirements arising from the exercise. The 980 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. |
| 5. Exercisable beginning March 31, 2023 with respect to 851 shares, beginning March 31, 2024 with respect to 851 shares, and beginning March 31, 2025 with respect to 851 shares. |
| Remarks: |
| Stephen P. Mullery, as attorney-in-fact for Zachary Carpenter | 11/12/2024 | |
| ** 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 Number. | ||