Thomas S T Gimbel Form 4 Farmland Partners / THOMAS S T GIMBEL ownership change

SEC Form 4

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

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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).

1. Name and Address of Reporting Person^*

GIMBEL THOMAS S T

(Last) (First) (Middle)

C/O FARMLAND PARTNERS INC.

4600 S. SYRACUSE STREET SUITE 1450

(Street)

DENVER CO 80237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Farmland Partners Inc. [ FPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	02/02/2017		A		20,877(1)	A	(1)(2)	20,877	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
OP Units	(3)	02/02/2017		A		61,132(4)		(3)	(3)	Common Stock	61,132	$0	61,132	D

Explanation of Responses:

1. Received in exchange for 18,076 shares of common stock of American Farmland Company ("AFCO") and 10,074 AFCO restricted stock units ("AFCO RSUs") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 12, 2016, by and among Farmland Partners Inc. ("FPI"), Farmland Partners Operating Partnership, LP (the "Operating Partnership"), Farmland Partners OP GP, LLC, FPI Heartland, LLC, FPI Heartland Operating Partnership, LP, FPI Heartland GP LLC, AFCO and American Farmland Company L.P. ("AFCO OP"). Upon the closing of the transactions contemplated by the Merger Agreement, each share of AFCO common stock and each AFCO RSU that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into the right to receive 0.7417 shares of FPI common stock.

2. On the date immediately prior to the effective time of the merger, the closing price of FPI's common stock was $11.41 per share and the closing price of AFCO's common stock was $8.65 per share.

3. Represents units of limited partnership interest ("OP Units") in the Operating Partnership. FPI is the sole member of the general partner of the Operating Partnership. Beginning on the first anniversary of issuance, each OP Unit is redeemable for cash equal to the then-current market value of one share of FPI common stock or, in FPI's sole discretion, one share of FPI common stock. OP Units have no expiration date.

4. Received in exchange for 82,422 units of limited partnership interest ("AFCO OP Units") in AFCO OP pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each AFCO OP Unit was converted into the right to receive 0.7417 OP Units.

Remarks:

	/s/ Justin R. Salon, as attorney-in-fact for Thomas S.T. Gimbel	02/06/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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