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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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| 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) | ||
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Brinch Brian M C/O FARMER MAC 1999 K STREET N.W., 4TH FLOOR WASHINGTON, DC 20006 |
SVP- Enterprise Risk Officer | |||
| Stephen P. Mullery, as attorney-in-fact for Brian M. Brinch | 04/02/2024 | |
| **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) | On March 31, 2024, (i) 259 restricted stock units vested as the third installment of the time-based award granted in March 2021, for which the Federal Agricultural Mortgage Corporation ("Farmer Mac") retained 126 shares to satisfy withholding requirements, (ii) 403 performance-based restricted stock units vested that were granted in March 2021 (388 target units vesting at a 103.7754% performance factor), for which Farmer Mac retained 195 shares to satisfy withholding requirements, (iii) 170 restricted stock units vested as the second installment of the time-based award granted in March 2022, for which Farmer Mac retained 83 shares to satisfy withholding requirements, and (iv) 170 restricted stock units vested as the first installment of the time-based award granted in March 2023, for which Farmer Mac retained 83 shares to satisfy withholding requirements. |
| (2) | In accordance with a policy adopted by the Human Capital and Compensation Committee of Farmer Mac's Board of Directors, the price used for the calculation of the number of shares withheld by FarmerMac in satisfaction of tax liability is the closing price of Farmer Mac's Class C Non-Voting Common Stock on the New York Stock Exchange on the last trading day before the vesting date. |
| (3) | Includes 1,626 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan. The grants of restricted stock units have been described indetail in Farmer Mac's prior filings with the Securities and Exchange Commission. The total amount of securities beneficially owned has been adjusted since the Reporting Person's last filing to reflect 15 more shares that vested on March 31, 2024 as a result of applying a 103.7754% performance factor to 388 target restricted stock units granted in March 2021. |