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^*

Covington John Curtis

(Last)

(First)

(Middle)

C/O 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)
	SVP - Agricultural Finance

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2018

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	03/13/2018		A		1,878	A	$0⁽¹⁾	18,161⁽²⁾	D
Class C Non-Voting Common Stock	03/13/2018		A		470	A	$0⁽³⁾	18,631⁽²⁾	D
Class C Non-Voting Common Stock	03/13/2018		A		470	A	$0⁽⁴⁾	19,101⁽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 Appreciation Right	$86.15	03/13/2018		A		3,513		⁽⁵⁾	03/13/2028	Class C Non-Voting Common Stock	3,513	$0⁽⁶⁾	3,513	D

Explanation of Responses:

1. Grant of shares of time-vested restricted stock under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration. Includes three installments of 626 shares of restricted stock, each of which will vest on March 31, 2019, March 31, 2020, and March 31, 2021, respectively.

2. Includes 13,152 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, 2021 if the Farmer Mac maintains compliance with all applicable regulatory capital requirements between January 1, 2018 and December 31, 2020, 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, 2021 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, 2018 and ending on December 31, 2020.

5. Exercisable beginning March 31, 2019 with respect to 1,171 shares, beginning March 31, 2020 with respect to 1,171 shares, and beginning March 31, 2021 with respect to 1,171 shares.

6. Grant of stock appreciation rights under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan for no consideration.

Remarks:

	Anjali Desai, as attorney-in-fact for John Curtis Covington	03/15/2018
	** Signature of Reporting Person	Date
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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