0000925421-17-000078.txt : 20170206
0000925421-17-000078.hdr.sgml : 20170206
20170206161840
ACCESSION NUMBER: 0000925421-17-000078
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170202
FILED AS OF DATE: 20170206
DATE AS OF CHANGE: 20170206
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Farmland Partners Inc.
CENTRAL INDEX KEY: 0001591670
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 463769850
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4600 S. SYRACUSE STREET
STREET 2: SUITE 1450
CITY: DENVER
STATE: CO
ZIP: 80237
BUSINESS PHONE: 720-452-3100
MAIL ADDRESS:
STREET 1: 4600 S. SYRACUSE STREET
STREET 2: SUITE 1450
CITY: DENVER
STATE: CO
ZIP: 80237
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Boardman Dennie Dixon
CENTRAL INDEX KEY: 0001324794
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36405
FILM NUMBER: 17575812
MAIL ADDRESS:
STREET 1: C/O OPTIMA FUND MANAGEMENT LLC
STREET 2: 10 EAST 53RD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2017-02-02
0001591670
Farmland Partners Inc.
FPI
0001324794
Boardman Dennie Dixon
C/O FARMLAND PARTNERS INC.
4600 S. SYRACUSE STREET SUITE 1450
DENVER
CO
80237
1
0
0
0
Common Stock
2017-02-02
4
A
0
88383
A
88383
D
Common Stock
2017-02-02
4
A
0
1483
A
1483
I
See footnote
OP Units
2017-02-02
4
A
0
157393
0
A
Common Stock
157393
157393
D
Received in exchange for 114,127 shares of common stock of American Farmland Company ("AFCO") and 5,036 AFCO restricted stock units ("AFCO RSUs") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 12, 2016, by and among Farmland Partners Inc. ("FPI"), Farmland Partners Operating Partnership, LP (the "Operating Partnership"), Farmland Partners OP GP, LLC, FPI Heartland, LLC, FPI Heartland Operating Partnership, LP, FPI Heartland GP LLC, AFCO and American Farmland Company L.P. ("AFCO OP"). Upon the closing of the transactions contemplated by the Merger Agreement, each share of AFCO common stock and each AFCO RSU that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into the right to receive 0.7417 shares of FPI common stock.
Received in exchange for 2,000 shares of AFCO common stock pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each share of AFCO common stock was converted into the right to receive 0.7417 shares of FPI common stock.
On the date immediately prior to the effective time of the merger, the closing price of FPI's common stock was $11.41 per share and the closing price of AFCO's common stock was $8.65 per share.
These securities are held in a custodial account for the benefit of a minor child. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Represents units of limited partnership interest ("OP Units") in the Operating Partnership. FPI is the sole member of the general partner of the Operating Partnership. Beginning on the first anniversary of issuance, each OP Unit is redeemable for cash equal to the then-current market value of one share of FPI common stock or, in FPI's sole discretion, one share of FPI common stock. OP Units have no expiration date.
Received in exchange for 212,206 units of limited partnership interest ("AFCO OP Units") in AFCO OP pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each AFCO OP Unit was converted into the right to receive 0.7417 OP Units.
/s/ Justin R. Salon, as attorney-in-fact for D. Dixon Boardman
2017-02-06