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^*

Mullery Stephen P

(Last)

(First)

(Middle)

C/O FARMER MAC

1999 K STREET N.W., 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)
	SVP - General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2016

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)
Class C Non-Voting Common Stock	11/09/2016		M		2,000⁽¹⁾	A	$32.77	17,274⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		F		316⁽¹⁾	D	$47.5	16,958⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		D		1,380⁽¹⁾	D	$47.5	15,578⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		M		5,000⁽³⁾	A	$7.78	20,578⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		F		2,129⁽³⁾	D	$47.5	18,449⁽²⁾	D
Class C Non-Voting Common Stock	11/09/2016		D		818⁽³⁾	D	$47.5	17,631⁽²⁾	D
Class C Non-Voting Common Stock	11/10/2016		S		2,357⁽⁴⁾	D	$47.5283⁽⁵⁾	15,274⁽²⁾	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 Option	$32.77	11/09/2016		M			2,000⁽¹⁾	08/31/2010	10/03/2017	Class C Non-Voting Common Stock	2,000	$32.77	0	D
Stock Appreciation Right	$7.78	11/09/2016		M			5,000⁽³⁾	⁽⁶⁾	10/07/2019	Class C Non-Voting Common Stock	5,000	$7.78	0	D

Explanation of Responses:

1. This report reflects (on Table I) (a) the acquisition of 2,000 shares of the Federal Agricultural Mortgage Corporation's ("Farmer Mac") Class C Non-Voting Common Stock through the exercise of a stock option acquired by the Reporting Person in October 2007 at a grant price of $32.77 pursuant to former Rule 16b-3; (b) the net share settlement of his exercise, which entitled Mr. Mullery to receive 2,000 shares, of which (i) 316 were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise, (ii) 1,380 were delivered to Farmer Mac to cover the exercise cost, and (iii) 304 were delivered to Mr. Mullery; (c) the sale of 304 shares (included in the total of 2,357 shares sold reported on Table I); and (on Table II) (d) the exercise of the October 2007 employee stock option. The exercise of the October 2007 employee stock option is exempt under Section 16(b) under Rule 16b-6 but is reported herein pursuant to Rule 16a-4.

2. Includes 11,142 shares of unvested restricted stock previously granted pursuant to Farmer Mac's 2008 Omnibus Incentive Plan. The grants of restricted stock have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission.

3. Mr. Mullery received 2,053 shares of the Farmer Mac's Class C Non-Voting Common Stock upon net share settlement of his exercise of 5,000 stock appreciation rights with a grant price of $7.78 per share. That exercise entitled Mr. Mullery to receive 4,182 shares of the Corporation's Class C Non-Voting Common Stock, and 2,129 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.

4. Transaction effected pursuant to a trading plan adopted in accordance with Rule 10b5-1.

5. 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 $47.20 to $47.87, 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.

6. Exercisable beginning August 31, 2010 with respect to 1,667 shares, beginning August 31, 2011 with respect to 1,667 shares, and beginning August 31, 2012 with respect to 1,666 shares.

Remarks:

	Stephen P. Mullery	11/14/2016
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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