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