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Filing Details

Accession Number:: 0000845877-22-000072
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-11 17:59:00
Reporting Period:: 2022-03-09

Accepted Time:: 2022-03-11 17:59:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
845877	Federal Agricultural Mortgage Corp	AGM	Federal & Federally-Sponsored Credit Agencies (6111)	521578738

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1776941	Zachary Carpenter	C/O Farmer Mac, 1999 K Street Nw Fourth Floor Washington DC 20006	Evp - Chief Business Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class C Non-Voting Common Stock	Acquisiton	2022-03-09	1,383	$0.00	7,738	No	4	A	Direct
Class C Non-Voting Common Stock	Acquisiton	2022-03-09	691	$0.00	8,429	No	4	A	Direct
Class C Non-Voting Common Stock	Acquisiton	2022-03-09	1,937	$75.16	10,366	No	4	M	Direct
Class C Non-Voting Common Stock	Disposition	2022-03-09	380	$120.38	9,986	No	4	F	Direct
Class C Non-Voting Common Stock	Disposition	2022-03-09	1,209	$120.38	8,777	No	4	D	Direct
Class C Non-Voting Common Stock	Disposition	2022-03-11	714	$123.79	8,063	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	A	Direct
No	4	M	Direct
No	4	F	Direct
No	4	D	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class C Non-Voting Common Stock	Stock Appreciation Right	Acquisiton	2022-03-09	2,553	$0.00	2,553	$120.38
Class C Non-Voting Common Stock	Stock Appreciation Right	Disposition	2022-03-09	1,937	$75.16	5,811	$75.16

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,553		2032-03-09	No	4	A	Direct
3,874	2021-03-31	2030-03-03	No	4	M	Direct

Footnotes

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 461 RSUs, each of which will vest on March 31, 2023, March 31, 2024, and March 31, 2025, respectively, if the Reporting Person remains an employee of Farmer Mac on those dates.
In addition to the RSUs reported in this filing, includes 5,641 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.
This is the target number of performance-based RSUs granted under the Plan for no consideration. Those RSUs will vest on March 31, 2025 if Farmer Mac meets performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2022 to December 31, 2024, subject to "gatekeepers" related to compliance with regulatory capital requirements and specified asset quality metrics, as specified in the related award agreement.
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.
In connection with the net share settlement of the exercise of 1,937 vested stock appreciation rights ("SARs") granted in March 2020 with a grant price of $75.16 per share, Mr. Carpenter was entitled to receive 728 shares of Farmer Mac's Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Carpenter retained 348 shares, and Farmer Mac retained 380 shares to satisfy tax withholding requirements arising from the exercise. The 1,209 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.
Transaction effected during an open trading window for employees and directors of Farmer Mac. The 714 shares sold were previously acquired by the Reporting Person through open market purchases and the vesting of RSUs and is not related to the exercise of stock appreciation rights reported in this filing.
Exercisable beginning March 31, 2023 with respect to 851 shares, beginning March 31, 2024 with respect to 851 shares, and beginning March 31, 2025 with respect to 851 shares.
Grant of stock appreciation rights under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration.