Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fabbri Luca

(Last)

(First)

(Middle)

C/O FARMLAND PARTNERS INC.

4600 S. SYRACUSE STREET SUITE 1450

(Street)

DENVER

80237

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Farmland Partners Inc. [ FPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2024

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)
Common Stock	03/03/2024		F		3,053⁽¹⁾	D	$0	282,273	D
Common Stock	03/04/2024		A		40,724⁽²⁾	A	$0	322,997	D
Common Stock								4,043	I	By Spouse

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)
Performance Stock Units	⁽³⁾	03/04/2024		A		5,817		⁽³⁾	⁽³⁾	Common Stock	5,817	$0	5,817	D
Performance Stock Units	⁽⁴⁾	03/04/2024		A		5,817		⁽⁴⁾	⁽⁴⁾	Common Stock	5,817	$0	5,817	D

Explanation of Responses:

1. These shares were forfeited to satisfy Mr. Fabbri's tax obligations in connection with the vesting of restricted shares of common stock.

2. As part of Mr. Fabbri's bonus compensation for the year ended December 31, 2023, he received a grant of 40,724 restricted shares of common stock pursuant to the Farmland Partners Inc. Third Amended and Restated 2014 Equity Incentive Plan, which shares will vest ratably on each of the first three anniversaries of the date of the grant.

3. Represents Performance Stock Units ("PSUs") granted to the reporting person pursuant to the Third Amended and Restated 2014 Equity Incentive Plan. Each PSU represents a contingent right to receive one share of common stock. The PSUs will be eligible to be earned by the reporting person based on the achievement by Farmland Partners Inc. with respect to an absolute total shareholder return ("TSR") performance goal over a three-year performance period beginning on December 31, 2023. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 150% of such target number.

4. Represents PSUs granted to the reporting person pursuant to the Third Amended and Restated 2014 Equity Incentive Plan. Each PSU represents a contingent right to receive one share of common stock. The PSUs will be eligible to be earned by the reporting person based upon Farmland Partners Inc.'s relative TSR compared to the TSR of the companies in the MSCI US REIT Net Total Return Index over a three year performance period beginning on December 31, 2023. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 150% of such target number.

	/s/ Justin Salon, attorney-in-fact for Luca Fabbri	03/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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