Sec Form 4 Filing - NORDHOLM BRADFORD T @ FEDERAL AGRICULTURAL MORTGAGE CORP - 2021-03-02

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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
NORDHOLM BRADFORD T
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)
President and CEO
(Last) (First) (Middle)
C/O FARMER MAC, 1999 K STREET NW, FOURTH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2021
(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 03/02/2021 A 6,195 A $ 0 ( 1 ) 30,908 ( 2 ) D
Class C Non-Voting Common Stock 03/02/2021 A 3,098 ( 3 ) ( 4 ) A $ 0 ( 3 ) 34,006 ( 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 Numb er of Shares
Stock Appreciation Right $ 88.68 03/02/2021 A 12,477 ( 5 ) 03/02/2031 Class C Non-Voting Common Stock 12,477 $ 0 ( 6 ) 12,477 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NORDHOLM BRADFORD T
C/O FARMER MAC, 1999 K STREET NW
FOURTH FLOOR
WASHINGTON, DC20006
President and CEO
Signatures
Stephen P. Mullery, as attorney-in-fact for Bradford T. Nordholm 03/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of restricted stock units under the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Amended and Restated 2008 Omnibus Incentive Plan for no consideration. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Farmer Mac Class C Non-Voting Common Stock. Includes three installments of 2,065 shares of restricted stock units, each of which will vest on March 31, 2022, March 31, 2023, and March 31, 2024, respectively.
( 2 )Includes 18,075 restricted stock units 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 )This is the target amount of performance-based restricted stock units granted on March 02, 2021 under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration, which will be available if certain criteria are met at the end of the performance cycle on December 31, 2023. The restricted stock units will vest on March 31, 2024 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, 2021 and ending on December 31, 2023, subject to "gatekeepers" related to compliance with regulatory capital requirements and specified asset quality metrics.
( 4 )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.
( 5 )Exercisable beginning March 31, 2022 with respect to 4,159 shares, beginning March 31, 2023 with respect to 4,159 shares, and beginning March 31, 2024 with respect to 4,159 shares.
( 6 )Grant of stock appreciation rights under Farmer Mac's 2008 Amended and Restated Omnibus Incentive Plan for no consideration.

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