Edgar Filing: Lynch Robert Dale

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Lynch Robert Dale

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

(Last)

(First)

(Middle)

C/O 1999 K STREET NW, 4TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2017

(Street)

WASHINGTON, DC 20006

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Non-Voting Common Stock	10/10/2017		M		4,000 ⁽¹⁾	A	$ 37.17	30,156 ⁽²⁾	D
Class C Non-Voting Common Stock	10/10/2017		F		976 ⁽¹⁾	D	$ 76.06	29,180 ⁽²⁾	D
Class C Non-Voting Common Stock	10/10/2017		D		1,954 ⁽¹⁾	D	$ 76.06	27,226 ⁽²⁾	D
Class C Non-Voting Common Stock	10/10/2017		M		10,180 ⁽³⁾	A	$ 30.2	37,406 ⁽²⁾	D
Class C Non-Voting Common Stock	10/10/2017		F		2,928 ⁽³⁾	D	$ 76.06	34,478 ⁽²⁾	D
Class C Non-Voting Common Stock	10/10/2017		D		4,042 ⁽³⁾	D	$ 76.06	30,436 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Right

$ 37.17

10/10/2017

4,000 ⁽¹⁾

01/31/2016

02/15/2023

Class C Non-Voting Common Stock

4,000

$ 37.17

Stock Appreciation Right

$ 30.2

10/10/2017

10,180

⁽⁴⁾

04/03/2023

Class C Non-Voting Common Stock

10,180

$ 30.2

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lynch Robert Dale C/O 1999 K STREET NW 4TH FLOOR WASHINGTON, DC 20006			EVP - Chief Financial Officer

Signatures

Anjali Desai, as attorney-in-fact for Robert Dale Lynch		10/11/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	In connection with the net share settlement of the exercise of 4,000 vested stock appreciation rights ("SARs") granted in February 2013 with a grant price of $37.17 per share, Mr. Lynch was entitled to receive 2,046 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Lynch retained 1,070 shares, and Farmer Mac retained 976 shares to satisfy tax withholding requirements arising from the exercise. The 1,954 shares reported as a disposition to the issuer of issuer equity securities represents the difference between the number of SARs exercised and the number of shares issuable as a result of the exercise. Each SAR 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.
(2)	Includes 22,365 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)	In connection with the net share settlement of the exercise of 10,180 vested SARs granted in April 2013 with a grant price of $30.20 per share, Mr. Lynch was entitled to receive 6,138 shares of Farmer Mac's Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Lynch retained 3,210 shares, and Farmer Mac retained 2,928 shares to satisfy tax withholding requirements arising from the exercise. The 4,042 shares reported as a disposition to the issuer of issuer equity securities represents the difference between the number of SARs exercised and the number of shares issuable as a result of the exercise. Each SAR 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)	Exercisable beginning March 31, 2014 with respect to 3,393 shares, beginning March 31, 2015 with respect to 3,393 shares, and beginning March 31, 2016 with respect to 3,394 shares.

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