| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Farmland Partners Inc. [ FPI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/18/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 11/18/2021 | A | 159,864(1) | A | (2) | 159,846 | D | |||
| Common Stock | 11/18/2021 | A | 2,568(3) | A | (2) | 2,568 | I | By Spouse | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Received pursuant to the terms of the of the Membership Interest Purchase Agreement, dated as of November 15, 2021, by and among Murray Wise Associates LLC, the members of Murray Wise Associates LLC, Murray Wise, in his capacity as the seller representative, FPI Agribusiness Inc. and Farmland Partners Inc. (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, 106,564 of the shares of Common Stock received by the Reporting Person are subject to a 6 month escrow holdback period ending April 15, 2022, and are subject to forfeiture to the extent necessary to satisfy potential indemnification claims following closing of the transaction. |
| 2. Pursuant to the terms of the Purchase Agreement, the shares of Common Stock were issued at the 10-day volume weighted average price of the Common Stock on the New York Stock Exchange (the "NYSE") at the time of the closing of the transaction, which was $12.61 per share at the close of trading on the NYSE on November 15, 2021. |
| 3. Received pursuant to the terms of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, 1,712 of the shares of Common Stock received by the Reporting Person's Spouse are subject to a 6 month escrow holdback period ending April 15, 2022, and are subject to forfeiture to the extent necessary to satisfy potential indemnification claims following closing of the transaction. |
| /s/ Justin R. Salon, as attorney-in-fact for Murray R. Wise | 11/23/2021 | |
| ** 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. | ||
