SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BUZBY TIMOTHY L

(Last)

(First)

(Middle)

C/O FARMER MAC

1999 K STREET NW, 4TH FLOOR

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Non-Voting Common Stock	11/09/2016		M		28,134⁽¹⁾	A	$29.33	78,460⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		F		5,134⁽¹⁾	D	$47.5	73,326⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		D		17,372⁽¹⁾	D	$47.5	55,954⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		M		15,000⁽³⁾	A	$12.2	70,954⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		F		5,318⁽³⁾	D	$47.5	65,636⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		D		3,852⁽³⁾	D	$47.5	61,784⁽²⁾	D
Class C Non-Voting Common Stock	11/10/2016		S		11,258⁽⁴⁾	D	$47.51⁽⁵⁾	50,526⁽²⁾	D
Class C Non-Voting Common Stock	11/10/2016		S		200⁽⁴⁾	D	$47.98	50,326⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$29.33	11/09/2016		M			28,134⁽¹⁾	⁽⁶⁾	06/07/2017	Stock Option	28,134	$29.33	0	D
Stock Appreciation Right	$12.2	11/09/2016		M			15,000⁽³⁾	⁽⁷⁾	04/01/2020	Class C Non-Voting Common Stock	15,000	$12.2	15,000	D

Explanation of Responses:

1. This report reflects (on Table I) (a) the acquisition of 28,134 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock through the exercise of a stock option acquired by the Reporting Person in June 2007 at a grant price of $29.33 pursuant to former Rule 16b-3; (b) the net share settlement of his exercise, which entitled Mr. Buzby to receive 28,134 shares, of which (i) 5,134 were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise, (ii) 17,372 were delivered to Farmer Mac to cover the exercise cost, and (iii) 5,628 were delivered to Mr. Buzby; (c) the sale of 5,628 shares; and (on Table II) (d) the exercise of the June 2007 employee stock option. The exercise of the June 2007 employee stock option is exempt under Section 16(b) under Rule 16b-6 but is reported herein pursuant to Rule 16a-4.

2. Includes 34,814 shares of unvested restricted stock previously granted pursuant to Farmer Mac's 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. Mr. Buzby received 5,830 shares of Farmer Mac's Class C Non-Voting Common Stock upon net share settlement of his partial exercise of 15,000 stock appreciation rights with a grant price of $12.20 per share. That partial exercise entitled Mr. Buzby to receive 11,148 shares of the Corporation's Class C Non-Voting Common Stock, and 5,318 shares were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise. Each stock appreciation right 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.

4. Transaction effected pursuant to a trading plan adopted in accordance with Rule 10b5-1.

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 $46.93 to $47.87, 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 regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.

6. Exercisable beginning May 31, 2008 with respect to 9,378 shares, beginning May 31, 2009 with respect to 9,378 shares, and beginning May 31, 2010 with respect to 9,378 shares.

7. Exercisable beginning March 31, 2011, with respect to 15,000 shares, beginning March 31, 2012, with respect to 15,000 shares, and beginning March 31, 2013, with respect to 15,000 shares.

Remarks:

	Anjali Desai, as attorney-in-fact for Timothy L. Buzby	11/14/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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