SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Maines Robert J

(Last) (First) (Middle)
C/O FARMER MAC 1999 K STREET NW
4TH FL

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2021
3. Issuer Name and Ticker or Trading Symbol
FEDERAL AGRICULTURAL MORTGAGE CORP [ AGM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP - Operations
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Non-Voting Common Stock 1,888(1)(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right (3) 03/02/2031 Class C Non-Voting Common Stock 1,248 88.68 D
Explanation of Responses:
1. Includes restricted stock units ("RSUs") previously granted under the Amended and Restated 2008 Omnibus Incentive Plan of the Federal Agricultural Mortgage Corporation ("Farmer Mac"). Each RSU represents the contingent right to receive, upon vesting of the unit, one share of Farmer Mac's Class C Non-Voting Common Stock. Mr. Maines was granted: (i) 957 time-based RSUs on April 1, 2020, which will vest on April 15, 2023; (ii) 621 time-based RSUs on March 2, 2021 that includes three installments of 207 RSUs, each of which will vest on March 31, 2022, March 31, 2023, and March 31, 2024, respectively, and [text continued in footnote 2 below].
2. Also includes (iii) a target amount of 310 performance-based RSUs granted on March 2, 2021, which will vest on March 31, 2024 in a varying amount between 50% and 200% of the target amount 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, 2021 and ending on December 31, 2023, subject to "gatekeepers" related to compliance with regulatory capital requirements and specified asset quality metrics. Any adjustment to the target award of performance-based RSUs will be reported at the time of the actual determination of performance as compared to the applicable threshold. In no event will the number of shares awarded upon vesting of the performance-based RSUs exceed 200% of the target amount of RSUs.
3. Exercisable beginning March 31, 2022 with respect to 416 shares, beginning March 31, 2023 with respect to 416 shares, and beginning March 31, 2024 with respect to 416 shares.
Remarks:
Stephen P. Mullery, as attorney-in-fact for Robert J. Maines 04/02/2021
** 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 5 (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.