Sec Form 5/A Filing - GIMBEL THOMAS S T @ Farmland Partners Inc. - 2017-12-31

FORM 5/A 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 GIMBEL THOMAS S T 2. Issuer Name and Ticker or Trading Symbol Farmland Partners Inc. [ FPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FARMLAND PARTNERS INC., 4600 S. SYRACUSE STREET SUITE 1450 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2017 (Street) DENVER, CO80237 4. If Amendment, Date Original Filed (MM/DD/YY) 02/06/2017 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

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 OP Units ( 1 ) 02/02/2017 A V 61,142 ( 2 ) ( 1 ) ( 1 ) Common Stock 61,142 $ 0 61,142 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GIMBEL THOMAS S T C/O FARMLAND PARTNERS INC. 4600 S. SYRACUSE STREET SUITE 1450 DENVER, CO80237 X Signatures /s/ Justin R. Salon, as attorney-in-fact for Thomas S.T. Gimbel 02/12/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents units of limited partnership interest ("OP Units") in Farmland Partners Operating Partnership, LP (the "Operating Partnership"). Farmland Partners Inc. ("FPI") is the sole member of the general partner of the Operating Partnership. Beginning on the first anniversary of issuance, each OP Unit is redeemable for cash equal to the then-current market value of one share of FPI common stock or, in FPI's sole discretion, one share of FPI common stock. OP Units have no expiration date. ( 2 )On February 6, 2017, the reporting person filed a Form 4 which inadvertently reported that, pursuant to an agreement and plan of merger (the "Merger Agreement"), dated as of September 12, 2016, by and among FPI, the Operating Partnership, Farmland Partners OP GP, LLC, FPI Heartland, LLC, FPI Heartland Operating Partnership, LP, FPI Heartland GP LLC, American Farmland Company and American Farmland Company L.P. ("AFCO OP"), upon the closing of the transactions contemplated by the Merger Agreement, each of the reporting person's 82,422 units of limited partnership interest ("AFCO OP Units") in AFCO OP was converted into the right to receive 0.7417 OP Units in the Operating Partnership, resulting in 61,132 OP Units. In fact, as reported herein, the reporting person exchanged 82,435 AFCO OP Units, which converted into 61,142 OP Units.

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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