Federal Agricultural Mortgage (AGM) Form 4 FEDERAL AGRICULTURAL MORTGAGE / Robert Dale Lynch 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^*

Lynch Robert Dale

(Last) (First) (Middle)

C/O 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)
EVP - Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2019

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	02/27/2019		A		2,466	A	$0(1)	25,515(2)	D
Class C Non-Voting Common Stock	02/27/2019		A		616	A	$0(3)	26,131(2)	D
Class C Non-Voting Common Stock	02/27/2019		A		616	A	$0(4)	26,747(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 Appreciation Right	$82.76	02/27/2019		A		5,160		(5)	02/27/2029	Class C Non-Voting Common Stock	5,160	$0(6)	5,160	D

Explanation of Responses:

1. Grant of shares of time-vested restricted stock under the Federal Agricultural Mortgage Corporation's ("Farmer Mac") 2008 Amended and Restated Omnibus Incentive Plan for no consideration. Includes three installments of 822 shares of restricted stock that will each vest on March 31, 2020, March 31, 2021, and March 31, 2022, respectively.

2. Includes 11,510 shares of unvested restricted stock previously granted pursuant to Farmer Mac's Amended and Restated 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. Grant of shares of performance-based restricted stock under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration. The shares will vest on March 31, 2022 if Farmer Mac maintains compliance with all applicable regulatory capital requirements between January 1, 2019 and December 31, 2021, with the percentage of shares that will vest to be determined by the Compensation Committee of Farmer Mac's Board of Directors.

4. Grant of shares of performance-based restricted stock under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration. The shares will vest on March 31, 2022 if Farmer Mac meets certain performance objectives related to portfolio charge-offs and delinquencies, as specified in the related award agreement, for the period starting on January 1, 2019 and ending on December 31, 2021.

5. Exercisable beginning March 31, 2020 with respect to 1,720 shares, beginning March 31, 2021 with respect to 1,720 shares, and beginning March 31, 2022 with respect to 1,720 shares.

6. 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 Robert Dale Lynch	03/01/2019
	** 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.