FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HENEGHAN THOMAS
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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O FARMLAND PARTNERS INC., 4600 S. SYRACUSE STREET SUITE 1450
3. Date of Earliest Transaction (MM/DD/YYYY)

10/4/2021
(Street)

DENVER, CO 80237
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
6.00% Series B Participating Preferred Stock 10/4/2021  D  3268 (1)D$0 0 D  
Common Stock 10/4/2021  A  6820 (2)A$0 (2)12958 D  
Common Stock         1302250 I By Good Seed Capital, LLC (3)
Common Stock         10000 I By Spouse (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On September 28, 2021, the Issuer announced its intention to mandatorily convert all outstanding shares of its 6.00% Series B Participating Preferred Stock (the "Series B Preferred Stock") into shares of the Issuer's Common Stock in accordance with the terms of the Articles Supplementary designating the terms of the Series B Preferred Stock (the "Articles Supplementary" and collectively, the "Conversion"). Based on the conversion ratio in the Articles Supplementary, the Issuer issued 2.0871798 shares of Common Stock per share of Series B Preferred Stock to be converted (the "Conversion Ratio"). The Conversion occurred on October 4, 2021.
(2) Received in exchange for 3,268 shares of Series B Preferred Stock as part of the Conversion. Cash was paid in lieu of any fractional shares of Common Stock that the reporting person was otherwise entitled to receive in accordance with the Conversion Ratio.
(3) Good Seed Capital, LLC is controlled by the reporting person.
(4) The shares are owned by the Deneen L. Heneghan Revocable Trust. The reporting person and Deneen L. Heneghan (the reporting person's spouse) are the co-trustees of such trust, and Deneen L. Heneghan is the beneficiary of such trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HENEGHAN THOMAS
C/O FARMLAND PARTNERS INC.
4600 S. SYRACUSE STREET SUITE 1450
DENVER, CO 80237
X



Signatures
/s/ Justin R. Salon, as attorney-in-fact for Thomas Heneghan10/6/2021
**Signature of Reporting PersonDate

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