Sec Form 4 Filing - Carpenter Zachary @ FEDERAL AGRICULTURAL MORTGAGE CORP - 2020-03-03

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
Carpenter Zachary
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 Business Officer
(Last) (First) (Middle)
C/O FARMER MAC, 1999 K STREET NW, FOURTH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2020
(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 03/03/2020 A 2,124 A $ 0 ( 1 ) 2,124 D
Class C Non-Voting Common Stock 03/03/2020 A 1,062 ( 2 ) ( 3 ) A $ 0 ( 2 ) 3,186 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 Appreciati on Right $ 75.16 03/03/2020 A 5,811 ( 4 ) 03/03/2030 Class C Non-Voting Common Stock 5,811 $ 0 ( 5 ) 5,811 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carpenter Zachary
C/O FARMER MAC, 1999 K STREET NW
FOURTH FLOOR
WASHINGTON, DC20006
EVP - Chief Business Officer
Signatures
Stephen P. Mullery, as attorney-in-fact for Zachary Carpenter 03/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of shares of time-vested restricted stock units of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock under the Amended and Restated 2008 Omnibus Incentive Plan for no consideration. Includes three installments of 708 shares of restricted stock units, each of which will vest on March 31, 2021, March 31, 2022, and March 31, 2023, respectively.
( 2 )This is the target amount of performance-based restricted stock units granted on March 03, 2020 under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration, which will be available if certain criteria is met at the end of the performance cycle on December 31, 2022. The restricted stock units will vest on March 31, 2023 if Farmer Mac meets certain performance objectives related to business volume, as specified in the related award agreement, for the period starting on January 1, 2020 and ending on December 31, 2022, subject to "gatekeepers" related to compliance with regulatory capital requirements and specified asset quality metrics.
( 3 )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 restricted stock units exceed 200% of the number of restricted stock units of the target award.
( 4 )Exercisable beginning March 31, 2021 with respect to 1,937 shares, beginning March 31, 2022 with respect to 1,937 shares, and beginning March 31, 2023 with respect to 1,937 shares.
( 5 )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).

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