Sec Form 4 Filing - Lynch Robert Dale @ FEDERAL AGRICULTURAL MORTGAGE CORP - 2019-02-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Lynch Robert Dale
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)
EVP - Chief Financial Officer
(Last) (First) (Middle)
C/O 1999 K STREET NW, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2019
(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 02/27/2019 A 2,466 A $ 0 ( 1 ) 25,515 ( 2 ) D
Class C Non-Voting Common Stock 02/27/2019 A 616 A $ 0 ( 3 ) 26,131 ( 2 ) D
Class C Non-Voting Common Stock 02/27/2019 A 616 A $ 0 ( 4 ) 26,747 ( 2 ) 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 $ 82.76 02/27/2019 A 5,160 ( 5 ) 02/27/2029 Class C Non-Voting Common Stock 5,160 $ 0 ( 6 ) 5,160 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lynch Robert Dale
C/O 1999 K STREET NW
4TH FLOOR
WASHINGTON, DC20006
EVP - Chief Financial Officer
Signatures
Stephen P. Mullery, as attorney-in-fact for Robert Dale Lynch 03/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of shares of time-vested restricted stock under the Federal Agricultural Mortgage Corporation's ("Farmer Mac") 2008 Amended and Restated Omnibus Incentive Plan for no consideration. Includes three installments of 822 shares of restricted stock that will each vest on March 31, 2020, March 31, 2021, and March 31, 2022, respectively.
( 2 )Includes 11,510 shares of unvested restricted stock previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan. The grants of restricted stock have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission.
( 3 )Grant of shares of performance-based restricted stock under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration. The shares will vest on March 31, 2022 if Farmer Mac maintains compliance with all applicable regulatory capital requirements between January 1, 2019 and December 31, 2021, with the percentage of shares that will vest to be determined by the Compensation Committee of Farmer Mac's Board of Directors.
( 4 )Grant of shares of performance-based restricted stock under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration. The shares will vest on March 31, 2022 if Farmer Mac meets certain performance objectives related to portfolio charge-offs and delinquencies, as specified in the related award agreement, for the period starting on January 1, 2019 and ending on December 31, 2021.
( 5 )Exercisable beginning March 31, 2020 with respect to 1,720 shares, beginning March 31, 2021 with respect to 1,720 shares, and beginning March 31, 2022 with respect to 1,720 shares.
( 6 )Grant of stock appreciation rights under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration.

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 Number.