American Farmland Form 3 American Farmland / Dennie Dixon Boardman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Boardman Dennie Dixon

(Last) (First) (Middle)

C/O AMERICAN FARMLAND COMPANY

10 EAST 53RD STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2015

3. Issuer Name and Ticker or Trading Symbol
American Farmland Co [ AFCO ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units(1)	(2)	(3)	Common Stock	219,958(4)	(1)	D

Explanation of Responses:

1. Pursuant to the Second Amended and Restated Agreement of Limited Partnership Agreement of American Farmland Company L.P. (the "Partnership"), a holder of common units of the Partnership, after a one year holding period, has a right to require the Partnership to redeem all or a portion of the common units held by such holder. Upon a redemption request, the Company has the option to purchase the common units directly, either in cash or common stock of the Company.

2. These common units have been held for one year and therefore may be redeemed in accordance with the Partnership Agreement.

3. These derivative securities do not have an expiration date.

4. Includes 215,473 Common Units held directly by Mr. Boardman and Mr. Boardman's pecuniary interest in 4,485 Common Units held by American Farmland Advisor LLC ("AFA").

Remarks:

A power-of-attorney for the reporting person is attached as Exhibit 24 hereto.

	/s/ D. Dixon Boardman	10/19/2015
	** 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 5 (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).
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