Statement of Changes in Beneficial Ownership (4)
February 06 2017 - 4:30PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Sichel Lindsey B.
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2. Issuer Name
and
Ticker or Trading Symbol
American Farmland Co
[
AFCO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O AMERICAN FARMLAND COMPANY, 10 EAST 53RD STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/2/2017
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/2/2017
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A
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4656
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A
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$0.00
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11884
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D
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Common Stock
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2/2/2017
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D
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11884
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D
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(1)
(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 12, 2016, by and among American Farmland Company (the "Company") , American Farmland Company L.P. ("AFCO OP"), Farmland Partners Inc. ("FPI"), Farmland Partners Operating Partnership, LP ("FPI OP"), Farmland Partners OP GP, LLC, FPI Heartland, LLC, FPI Heartland Operating Partnership, LP and FPI Heartland GP LLC, upon the closing of the transactions contemplated by the Merger Agreement, each share of AFCO common stock owned by the reporting person immediately prior to the effective time of the merger, including 4,656 restricted stock units that became fully earned and vested upon the closing of the transactions contemplated by the Merger Agreement, was converted into the right to receive 0.7417 shares of FPI common stock.
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(
2)
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On the date immediately prior to the effective time of the merger, the closing price of the Company's common stock was $8.65 per share and the closing price of FPI's common stock was $11.41 per share.
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Remarks:
Chief Administrative Officer, Chief Marketing Officer & EVP
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sichel Lindsey B.
C/O AMERICAN FARMLAND COMPANY
10 EAST 53RD STREET
NEW YORK, NY 10022
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See Remarks
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Signatures
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/s/ Thomas S.T. Gimbel, Attorney-in-Fact
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2/6/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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