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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $ 32.77 | 11/09/2016 | M | 2,000 (1) | 08/31/2010 | 10/03/2017 | Class C Non-Voting Common Stock | 2,000 | $ 32.77 | 0 | D | ||||
| Stock Appreciation Right | $ 7.78 | 11/09/2016 | M | 5,000 (3) | (6) | 10/07/2019 | Class C Non-Voting Common Stock | 5,000 | $ 7.78 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Mullery Stephen P C/O FARMER MAC 1999 K STREET N.W., 4TH FLOOR WASHINGTON, DC 20006 |
SVP - General Counsel | |||
| Stephen P. Mullery | 11/14/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This report reflects (on Table I) (a) the acquisition of 2,000 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 October 2007 at a grant price of $32.77 pursuant to former Rule 16b-3; (b) the net share settlement of his exercise, which entitled Mr. Mullery to receive 2,000 shares, of which (i) 316 were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise, (ii) 1,380 were delivered to Farmer Mac to cover the exercise cost, and (iii) 304 were delivered to Mr. Mullery; (c) the sale of 304 shares (included in the total of 2,357 shares sold reported on Table I); and (on Table II) (d) the exercise of the October 2007 employee stock option. The exercise of the October 2007 employee stock option is exempt under Section 16(b) under Rule 16b-6 but is reported herein pursuant to Rule 16a-4. |
| (2) | Includes 11,142 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) | Mr. Mullery received 2,053 shares of the Farmer Mac's Class C Non-Voting Common Stock upon net share settlement of his exercise of 5,000 stock appreciation rights with a grant price of $7.78 per share. That exercise entitled Mr. Mullery to receive 4,182 shares of the Corporation's Class C Non-Voting Common Stock, and 2,129 shares were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise. Each stock appreciation right represents the right to receive, upon exercise, the number of shares of Farmer Mac's Class C Non-Voting Common Stock equal to the excess of the fair market value of shares on the exercise date over the grant price. |
| (4) | Transaction effected pursuant to a trading plan adopted in accordance with Rule 10b5-1. |
| (5) | 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 $47.20 to $47.87, 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. |
| (6) | Exercisable beginning August 31, 2010 with respect to 1,667 shares, beginning August 31, 2011 with respect to 1,667 shares, and beginning August 31, 2012 with respect to 1,666 shares. |