|
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 |
|
|
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Right | $ 198.54 | 03/05/2024 | A | 759 | (5) | 03/05/2034 | Class C Non-Voting Common Stock | 759 | $ 0 (6) | 759 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Maines Robert J C/O FARMER MAC 1999 K STREET NW 4TH FL WASHINGTON, DC 20006 |
SVP - Operations | |||
| Stephen P. Mullery, as attorney-in-fact for Robert J. Maines | 03/07/2024 | |
| **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) | Grant of time-vested restricted stock units ("RSUs") under the Amended and Restated 2008 Omnibus Incentive Plan ("Plan") of the Federal Agricultural Mortgage Corporation ("Farmer Mac") for noconsideration. Each RSU represents the contingent right to receive, upon vesting, one share of Farmer Mac's Class C Non-Voting Common Stock. Includes three equal installments of 149 RSUs, each of which will vest on March 31, 2025, March 31, 2026, and March 31, 2027, respectively, if the Reporting Person remains an employee of Farmer Mac on those dates. |
| (2) | In addition to the RSUs reported in this filing, includes 1,811 unvested RSUs previously granted under the Plan, as described in more detail in the Reporting Person's prior filings under Section 16 of theSecurities Exchange Act of 1934. |
| (3) | This is the target number of performance-based RSUs granted under the Plan for no consideration. Those RSUs will vest on March 31, 2027 if Farmer Mac meets performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2024 to December 31, 2026, subject to "gatekeepers" related to compliance with regulatory capital requirements and specified asset quality metrics, as specified in the related award agreement. |
| (4) | Any adjustments to the target award will be reported at the time of the actual determination of performance as compared to the applicable threshold. In no event, however, will the number of shares actually awarded upon vesting exceed 200% of the number of RSUs in the target award. |
| (5) | Exercisable beginning March 31, 2025 with respect to 253 shares, beginning March 31, 2026 with respect to 253 shares, and beginning March 31, 2027 with respect to 253 shares. |
| (6) | Grant of stock appreciation rights under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration. |