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AGM-E Federal Agricultural Mortgage Corporation

22.66
-0.28 (-1.22%)
24 Dec 2024 - Closed
Delayed by 15 minutes
Name Symbol Market Type
Federal Agricultural Mortgage Corporation NYSE:AGM-E NYSE Preference Share
  Price Change % Change Price High Price Low Price Open Price Traded Last Trade
  -0.28 -1.22% 22.66 23.48 22.66 22.91 2,042 18:03:49

Statement of Changes in Beneficial Ownership (4)

13/03/2023 9:59pm

Edgar (US Regulatory)


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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NORDHOLM BRADFORD T
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)
President and CEO
(Last)          (First)          (Middle)

C/O FARMER MAC, 1999 K STREET NW, FOURTH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/9/2023
(Street)

WASHINGTON, DC 20006
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class C Non-Voting Common Stock 3/9/2023  A  4347 (1)A$0 (1)37664 (2)D  
Class C Non-Voting Common Stock 3/9/2023  A  2174 (3)(4)A$0 (3)39838 (2)D  
Class C Non-Voting Common Stock 3/9/2023  A  15000 (4)(5)A$0 (5)54838 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Right $135.2 3/9/2023  A   6726     (6)3/9/2033 Class C Non-Voting Common Stock 6726.0 $0 (7)6726 D  

Explanation of Responses:
(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 no consideration. 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 1,449 RSUs, each of which will vest on March 31, 2024, March 31, 2025, and March 31, 2026, 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 17,257 unvested RSUs previously granted under the Plan, as described in more detail in the Reporting Person's prior filings under Section 16 of the Securities 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, 2026 if Farmer Mac meets performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2023 to December 31, 2025, 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) This is the target number of performance-based RSUs granted under the Plan for no consideration. Those RSUs will vest on March 31, 2026 if Farmer Mac meets performance objectives related to Farmer Mac's 3-year average core earnings return on common equity and Farmer Mac's relative total stockholder return performance compared to the companies in the Standard & Poor's 500 Diversified Financials Index during the performance period of January 1, 2023 through December 31, 2025, as specified in the related award agreement.
(6) Exercisable beginning March 31, 2024 with respect to 2,242 shares, beginning March 31, 2025 with respect to 2,242 shares, and beginning March 31, 2026 with respect to 2,242 shares.
(7) Grant of stock appreciation rights under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
NORDHOLM BRADFORD T
C/O FARMER MAC, 1999 K STREET NW
FOURTH FLOOR
WASHINGTON, DC 20006


President and CEO

Signatures
Stephen P. Mullery, as attorney-in-fact for Bradford T. Nordholm3/13/2023
**Signature of Reporting PersonDate


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 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).
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 control number.

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