Federal Agricultural Mortgage (AGM) Form 4 FEDERAL AGRICULTURAL MORTGAGE / TIMOTHY L BUZBY 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^*

BUZBY TIMOTHY L

(Last) (First) (Middle)

C/O FARMER MAC

1999 K STREET NW, 4TH FLOOR

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDERAL AGRICULTURAL MORTGAGE CORP [ AGM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2016

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
Class C Non-Voting Common Stock	05/26/2016		M		23,043(1)	A	$26.36	82,029(2)	D
Class C Non-Voting Common Stock	05/26/2016		F		2,950(1)	D	$36.03	79,079(2)	D
Class C Non-Voting Common Stock	05/26/2016		D		16,858(1)	D	$36.03	62,221(2)	D
Class C Non-Voting Common Stock	05/27/2016		S		3,235(3)	D	$36.0045(4)	58,986(2)	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 Option	$26.36	05/26/2016		M			23,043	(5)	06/01/2016	Class C Non-Voting Common Stock	23,043	$26.36	0	D

Explanation of Responses:

1. This report reflects: (on Table I) (a) the acquisition of 23,043 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock through the exercise of a stock option acquired by the Reporting Person in June 2006 at a grant price of $26.36 pursuant to former Rule 16b-3; (b) the net share settlement of his exercise, which entitled Mr. Buzby to receive 23,043 shares, of which (i) 2,950 were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise, (ii) 16,858 were delivered to Farmer Mac to cover the exercise cost, and (iii) 3,235 were delivered to Mr. Buzby; (c) the sale of 3,235 shares; and (on Table II) (d) the exercise of the June 2006 employee stock option. The exercise of the June 2006 employee stock option is exempt under Section 16(b) under Rule 16b-6 but is reported herein pursuant to Rule 16a-4.

2. Includes 34,814 shares of unvested restricted stock previously granted pursuant to Farmer Mac's 2008 Omnibus Incentive Plan. The grants of restricted stock have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission.

3. Transaction effected during an open trading window for key employees and directors of Farmer Mac.

4. The price reported in Column 4 is a weighted average price. These shares of Class C Non-Voting Common Stock were sold in multiple transactions at prices ranging from $36.00 to $36.02, inclusive. The Reporting Person undertakes to provide to Farmer Mac, any security holder of Farmer Mac, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.

5. Exercisable beginning May 31, 2007 with respect to 7,681 shares, beginning May 31, 2008 with respect to 7,681 shares, and beginning May 31, 2009 with respect to 7,681 shares.

Remarks:

	Anjali Desai, as attorney-in-fact for Timothy L. Buzby	05/31/2016
	** 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).
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