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.

8670 WOLFF COURT SUITE 240

(Street)

WESTMINSTER

80031

(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)
04/16/2014

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	04/16/2014		A⁽¹⁾		106,357	A	$0	107,357	D
Common Stock	04/18/2014		D		1,000⁽²⁾	D	$1	106,357	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)
OP Units	⁽³⁾	04/16/2014		J⁽³⁾		1,458,750		04/16/2015	⁽³⁾	Common Stock	1,458,750	⁽³⁾	1,458,750	I	By Limited Liability Company⁽⁴⁾

Explanation of Responses:

1. Concurrently with the closing of the initial public offering of Farmland Partners Inc. (the "Company"), Mr. Pittman received a grant of 106,357 restricted shares of common stock under the Company's 2014 Equity Incentive Plan, which shares will vest ratably on each of the first three anniversaries of the date of the grant.

2. Represents 1,000 shares of common stock that Mr. Pittman purchased for an aggregate price of $1,000 in connection with the initial capitalization of the Company and that were redeemed by the Company for an aggregate price of $1,000 in connection the Company's initial public offering.

3. Represents units of limited partnership interest ("OP Units") in Farmland Partners Operating Partnership, LP, the operating partnership (the "Operating Partnership") of the Company. The Company is the sole member of the general partner of the Operating Partnership. The OP Units were received as consideration in the Company's formation transactions and were valued at $14.00 per OP Unit, which was the initial public offering price per share of the Company's common stock. Commencing one year from the date of issuance, each OP Unit is 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.

4. Represents Mr. Pittman's pecuniary interest in OP Units held by Pittman Hough Farms LLC.

	/s/ Andrew P. Campbell, as attorney-in-fact	04/18/2014
	** 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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