Sec Form 4 Filing - Brinch Brian M @ FEDERAL AGRICULTURAL MORTGAGE CORP - 2023-06-08

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
Brinch Brian M
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)
SVP- Enterprise Risk Officer
(Last) (First) (Middle)
C/O FARMER MAC, 1999 K STREET N.W., 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2023
(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 06/08/2023 M 1,470 ( 1 ) ( 2 ) A $ 82.76 10,175 ( 3 ) D
Class C Non-Voting Common Stock 06/08/2023 F 219 ( 1 ) ( 2 ) D $ 150.45 9,956 ( 3 ) D
Class C Non-Voting Common Stock 06/08/2023 D 809 ( 1 ) ( 2 ) D $ 150.45 9,147 ( 3 ) D
Class C Non-Voting Common Stock 06/08/2023 M 1,845 ( 2 ) ( 4 ) A $ 75.16 10,992 ( 3 ) D
Class C Non-Voting Common Stock 06/08/2023 F 307 ( 2 ) ( 4 ) D $ 150.45 10,685 ( 3 ) D
Class C Non-Voting Common Stock 06/08/2023 D 922 ( 2 ) ( 4 ) D $ 150.45 9,763 ( 3 ) D
Class C Non-Voting Common Stock 06/12/2023 S 1,058 ( 2 ) D $ 150.7154 ( 5 ) 8,705 ( 3 ) 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 06/08/2023 M 1,470 ( 1 ) ( 2 ) 03/31/2022 02/27/2029 Class C Non-Voting Common Stock 1,470 $ 0 0 D
Stock Appreciation Right $ 75.16 06/08/2023 M 1,845 ( 2 ) ( 4 ) 03/31/2023 03/03/2030 Class C Non-Voting Common Stock 1,845 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brinch Brian M
C/O FARMER MAC
1999 K STREET N.W., 4TH FLOOR
WASHINGTON, DC20006
SVP- Enterprise Risk Officer
Signatures
Stephen P. Mullery, as attorney-in-fact for Brian M. Brinch 06/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the net share settlement of the exercise of 1,470 vested stock appreciation rights ("SARs") granted in February 2019 with the grant price of $82.76 per share, Mr. Brinch was entitled to receive 661 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Brinch retained 442 shares, and Farmer Mac retained 219 shares to satisfy tax withholding requirements arising from the exercise. The 809 shares reported as a disposition to the issuer of issuer equity securities represents the difference between the number of SARs exercised and the number of shares issuable as a result of the exercise. Each SAR represents the right to receive, upon exercise, the number of shares of Farmer Mac's Class C Non-Voting Common Stock equal to the excess of the fair market value of shares on the exercise date over the grant price.
( 2 )Transaction effected during an open trading window for employees and directors of Farmer Mac.
( 3 )Includes 2,005 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan, as described in more detail in the Reporting Person's prior filings under Section 16 of the Securities Exchange Act of 1934.
( 4 )In connection with the net share settlement of the exercise of 1,845 vested SARs granted in March 2020 with the grant price of $75.16 per share, Mr. Brinch was entitled to receive 923 shares of Farmer Mac's Class C Non-Voting Common Stock. None of these shares were sold, as Mr. Brinch retained 616 shares, and Farmer Mac retained 307 shares to satisfy tax withholding requirements arising from the exercise. The 922 shares reported as a disposition to the issuer of issuer equity securities represents the difference between the number of SARs exercised and the number of shares issuable as a result of the exercise. Each SAR represents the right to receive, upon exercise, the number of shares of Farmer Mac's Class C Non-Voting Common Stock equal to the excess of the fair market value of shares on the exercise date over the grant price.
( 5 )The price reported in Column 4 is a weighted average price. These shares of Class C Non-Voting Common Stock were sold in multiple transactions at prices ranging from $150.58 to $150.832, inclusive. The Reporting Person undertakes to provide to Farmer Mac, any security holder of Farmer Mac, or the staff of the Securities and Exchange Commission, upon request, full information about the number of shares sold at each separate price within the range set forth in this footnote.

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