| 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 FEDERAL AGRICULTURAL MORTGAGE CORP [ AGM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/03/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class C Non-Voting Common Stock | 03/03/2020 | A | 2,022 | A | $0(1) | 2,022 | D | |||
| Class C Non-Voting Common Stock | 03/03/2020 | A | 1,011(2)(3) | A | $0(2) | 3,033 | D | |||
| 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 | ||||||||
| Stock Appreciation Right | $75.16 | 03/03/2020 | A | 5,535 | (4) | 03/03/2030 | Class C Non-Voting Common Stock | 5,535 | $0(5) | 5,535 | D | ||||
| Explanation of Responses: |
| 1. Grant of shares of time-vested restricted stock units of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock under the Amended and Restated 2008 Omnibus Incentive Plan for no consideration. Includes three installments of 674 shares of restricted stock units, each of which will vest on March 31, 2021, March 31, 2022, and March 31, 2023, respectively. |
| 2. This is the target amount of performance-based restricted stock units granted on March 03, 2020 under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration, which will be available if certain criteria is met at the end of the performance cycle on December 31, 2022. The restricted stock units will vest on March 31, 2023 if Farmer Mac meets certain performance objectives related to business volume, as specified in the related award agreement, for the period starting on January 1, 2020 and ending on December 31, 2022, subject to "gatekeepers" related to compliance with regulatory capital requirements and specified asset quality metrics. |
| 3. Any adjustments to the target award will be reported at the time of the actual determination of performance as compared to the applicable threshold. In no event, however, will the number of restricted stock units exceed 200% of the number of restricted stock units of the target award. |
| 4. Exercisable beginning March 31, 2021 with respect to 1,845 shares, beginning March 31, 2022 with respect to 1,845 shares, and beginning March 31, 2023 with respect to 1,845 shares. |
| 5. Grant of stock appreciation rights under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration. |
| Remarks: |
| Stephen P. Mullery, as attorney-in-fact for Aparna Ramesh | 03/05/2020 | |
| ** 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. | ||
