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^*

STENSON TOM D

(Last)

(First)

(Middle)

C/O FARMER MAC

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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2013

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	08/22/2013		M		12,500⁽¹⁾	A	$12.2	49,990	D
Class C Non-Voting Common Stock	08/22/2013		F		3,734⁽¹⁾	D	$34.64	46,256	D
Class C Non-Voting Common Stock	08/22/2013		D		4,402⁽¹⁾	D	$34.64	41,854	D
Class C Non-Voting Common Stock	08/23/2013		S		1,000⁽²⁾	D	$34.516⁽³⁾	40,854	D
Class C Non-Voting Common Stock	08/23/2013		S		3,364⁽²⁾	D	$35.1⁽⁴⁾	37,490	D
Class C Non-Voting Common Stock	08/23/2013		M		12,500⁽⁵⁾	A	$12.2	49,990	D
Class C Non-Voting Common Stock	08/23/2013		F		3,791⁽⁵⁾	D	$35.65	46,199	D
Class C Non-Voting Common Stock	08/23/2013		D		4,277⁽⁵⁾	D	$35.65	41,922	D
Class C Non-Voting Common Stock	08/26/2013		S		2,921⁽²⁾	D	$35.6646⁽⁶⁾	39,001	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	$12.2	08/22/2013		M			12,500	⁽⁷⁾	04/01/2020	Class C Non-Voting Common Stock	12,500	$12.2	12,500	D
Stock Appreciation Right	$12.2	08/23/2013		M			12,500	⁽⁷⁾	04/01/2020	Class C Non-Voting Common Stock	12,500	$12.2	12,500	D

Explanation of Responses:

1. Mr. Stenson received 4,364 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock upon net share settlement of his partial exercise of 12,500 stock appreciation rights with a grant price of $12.20 per share. That partial exercise entitled Mr. Stenson to receive 8,098 shares of Farmer Mac's Class C Non-Voting Common Stock, and 3,734 shares were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise. Each stock appreciation right represents the right to receive, upon exercise, the number of shares of Farmer Mac's Class C Non-Voting Common Stock equal to the excess of the fair market value of shares on the exercise date over the grant price.

2. Transaction effected during an open trading window for key employees of Farmer Mac.

3. The price reported in Column 4 is a weighted average price. These shares of Class C Non-Voting Common Stock were sold in multiple transactions at prices ranging from $34.45 to $34.55, inclusive. The Reporting Person undertakes to provide to Farmer Mac, any security holder of Farmer Mac, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.

4. The price reported in Column 4 is a weighted average price. These shares of Class C Non-Voting Common Stock were sold in multiple transactions at prices ranging from $34.59 to $35.56, inclusive. The Reporting Person undertakes to provide to Farmer Mac, any security holder of Farmer Mac, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.

5. Mr. Stenson received 4,432 shares of Farmer Mac's Class C Non-Voting Common Stock upon net share settlement of his partial exercise of 12,500 stock appreciation rights with a grant price of $12.20 per share. That partial exercise entitled Mr. Stenson to receive 8,223 shares of Farmer Mac's Class C Non-Voting Common Stock, and 3,791 shares were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise. Each stock appreciation right represents the right to receive, upon exercise, the number of shares of Farmer Mac's Class C Non-Voting Common Stock equal to the excess of the fair market value of shares on the exercise date over the grant price.

6. The price reported in Column 4 is a weighted average price. These shares of Class C Non-Voting Common Stock were sold in multiple transactions at prices ranging from $35.50 to $35.965, inclusive. The Reporting Person undertakes to provide to Farmer Mac, any security holder of Farmer Mac, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.

7. Exercisable beginning March 31, 2011 with respect to 15,000 shares, beginning March 31, 2012 with respect to 15,000 shares, and beginning March 31, 2013 with respect to 15,000 shares.

Remarks:

	Anjali Desai, as attorney-in-fact for Tom D. Stenson	08/26/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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