Sec Form 4 Filing - STENSON TOM D @ FEDERAL AGRICULTURAL MORTGAGE CORP - 2013-02-19

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 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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1. Name and Address of Reporting Person STENSON TOM D 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) Chief Operating Officer (Last) (First) (Middle) C/O FARMER MAC, 1999 K STREET NW, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2013 (Street) WASHINGTON, DC20006 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 02/19/2013 M 10,000 ( 1 ) A $ 12.2 41,027 D Class C Non-Voting Common Stock 02/19/2013 F 3,120 ( 1 ) D $ 37.72 37,907 D Class C Non-Voting Common Stock 02/19/2013 D 3,234 ( 1 ) D $ 37.72 34,673 D Class C Non-Voting Common Stock 02/20/2013 S 600 ( 2 ) D $ 37.3488 ( 3 ) 34,073 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 $ 12.2 02/19/2013 M 10,000 ( 4 ) 04/01/2020 Class C Non-Voting Common Stock 10,000 $ 12.2 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STENSON TOM D C/O FARMER MAC 1999 K STREET NW, 4TH FLOOR WASHINGTON, DC20006 Chief Operating Officer Signatures Anjali Desai, as attorney-in-fact for Tom D. Stenson 02/21/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Stenson received 3,646 shares of the Federal Agricultural Mortgage Corporation's Class C Non-Voting Common Stock upon net share settlement of his partial exercise of 10,000 stock appreciation rights with a grant price of $12.20 per share. That partial exercise entitled Mr. Stenson to receive 6,766 shares of the Corporation's Class C Non-Voting Common Stock, and 3,120 shares were retained by the Corporation to satisfy tax withholding requirements arising from the exercise. Each stock appreciation right represents the right to receive, upon exercise, the number of shares of the Corporation'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. ( 2 )Transaction effected pursuant to a trading plan adopted by Mr. Stenson in accordance with Rule 10b5-1. ( 3 )The price reported in Column 4 is a weighted average price. These shares of Class C Non-Voting Common Stock were sold in multiple transactions at prices ranging from $37.30 to $37.41, inclusive. The Reporting Person undertakes to provide to the Federal Agricultural Mortgage Corporation, any security holder of the Federal Agricultural Mortgage Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4. ( 4 )Exercisable beginning March 31, 2011 with respect to 15,000 shares, beginning March 31, 2012 with respect to 15,000 shares and beginning March 31, 2013 with respect to 15,000 shares.

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).

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