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^*

Pittman Paul A

(Last)

(First)

(Middle)

C/O FARMLAND PARTNERS INC.

4600 S. SYRACUSE STREET SUITE 1450

(Street)

DENVER

80237

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Farmland Partners Inc. [ FPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2016

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)
Common Stock	03/31/2016		P		233,400	A	⁽¹⁾	427,704	D
Common Stock								5,300	I	By spouse
Common Stock								1,601	I	As UTMA Custodian for daughter, Catherine Pittman
Common Stock								1,500	I	As UTMA Custodian for daughter, Allison Pittman

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)
OP Units	⁽²⁾	03/30/2016		J⁽³⁾		58,350⁽³⁾		04/16/2015	⁽²⁾	Common Stock	58,350	⁽³⁾	1,517,100	I	By limited liability company
OP Units	⁽²⁾	03/30/2016		J⁽⁴⁾		1,517,100		04/16/2015	⁽²⁾	Common Stock	1,517,100	$0	1,517,100	D

Explanation of Responses:

1. Received as consideration from Hough Holdings, LLC in connection with the restructuring of Pittman Hough Farms LLC ("Pittman Hough") at a deemed price of $10.97 per share.

2. Farmland Partners Inc. (the "Company") is the sole member of the general partner of Farmland Partners Operating Partnership, LP (the "Operating Partnership"), the operating partnership of the Company. Commencing April 14, 2015, one year after the date of issuance, each unit of limited partnership interest ("OP Units") in the Operating Partnership became redeemable for cash equal to the then-current market value of one share of the Company's common stock or, at the election of the Company, one share of the Company's common stock. OP Units have no expiration date.

3. Reflects an increase in Mr. Pittman's pecuniary interest in the OP Units held by Pittman Hough. Mr. Pittman previously reported indirect beneficial ownership of 1,458,750 OP Units, which reflected his 75% pecuniary interest in the 1,945,000 OP Units held by Pittman Hough. On March 30, 2016, in connection with restructuring transactions of various assets owned by Pittman Hough, Mr. Pittman's pecuniary interest in the OP Held by Pittman Hough was increased from 75% to 78%, resulting in an increase of 58,350 OP Units indirectly beneficially owned by Mr. Pittman. In connection with such restructuring transactions, the OP Units were ascribed a value of $10.97 per OP Unit.

4. Reflects a pro rata distribution of the OP Units held by Pittman Hough.

Remarks:

	/s/ Andrew P. Campbell, as attorney-in-fact for Paul A. Pittman	04/01/2016
	** 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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