FPI Farmland Partners Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  o

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.   o

Securities Act registration statement file number to which this form relates: 333-203798

Securities to be registered pursuant to Section 12(g) of the Act: None.

EXPLANATORY NOTE

This Registration Statement on Form 8-A is being filed by Farmland Partners Inc., a Maryland corporation (the “Company”), in connection with the registration of its 6.00% Series B participating preferred stock, $0.01 par value per share (the “Series B Participating Preferred Stock”), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 1.            Description of Registrant’s Securities to be Registered.

The description of the Series B Participating Preferred Stock included under the heading “Description of Series B Participating Preferred Stock” beginning on page S-31 of the prospectus supplement dated August 10, 2017 filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and other information relating to the Series B Participating Preferred Stock under the headings “Certain Provisions of Maryland Law and Our Charter and Bylaws” and “Restrictions on Ownership and Transfer” in the accompanying prospectus dated May 14, 2015, forming part of the Company’s registration statement on Form S-3 (File No. 333-203798), initially filed with the Commission on May 1, 2015 and as amended on May 11, 2015, is incorporated herein by reference.

Item 2.            Exhibits.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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