Sec Form 4 Filing - WISE MURRAY R @ Farmland Partners Inc. - 2021-11-18

Insider filing report for Changes in Beneficial Ownership
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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
WISE MURRAY R
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)
11/18/2021
(Street)
DENVER, CO80237
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
Common Stock 11/18/2021 A 159,864( 1 ) A 159,846 D
Common Stock 11/18/2021 A 2,568( 3 ) A 2,568 I By Spouse
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WISE MURRAY R
C/O FARMLAND PARTNERS INC.
4600 S. SYRACUSE STREET SUITE 1450
DENVER, CO80237
X
Signatures
/s/ Justin R. Salon, as attorney-in-fact for Murray R. Wise 11/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received pursuant to the terms of the of the Membership Interest Purchase Agreement, dated as of November 15, 2021, by and among Murray Wise Associates LLC, the members of Murray Wise Associates LLC, Murray Wise, in his capacity as the seller representative, FPI Agribusiness Inc. and Farmland Partners Inc. (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, 106,564 of the shares of Common Stock received by the Reporting Person are subject to a 6 month escrow holdback period ending April 15, 2022, and are subject to forfeiture to the extent necessary to satisfy potential indemnification claims following closing of the transaction.
( 2 )Pursuant to the terms of the Purchase Agreement, the shares of Common Stock were issued at the 10-day volume weighted average price of the Common Stock on the New York Stock Exchange (the "NYSE") at the time of the closing of the transaction, which was $12.61 per share at the close of trading on the NYSE on November 15, 2021.
( 3 )Received pursuant to the terms of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, 1,712 of the shares of Common Stock received by the Reporting Person's Spouse are subject to a 6 month escrow holdback period ending April 15, 2022, and are subject to forfeiture to the extent necessary to satisfy potential indemnification claims following closing of the transaction.

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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