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Thomas Heneghan

Filed: 6 Oct 21, 4:09pm
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*
HENEGHAN THOMAS

(Last) (First) (Middle)
C/O FARMLAND PARTNERS INC.
4600 S. SYRACUSE STREET SUITE 1450

(Street)
DENVER CO 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2021
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)
Code V Amount (A) or (D) Price
6.00% Series B Participating Preferred Stock 10/04/2021 D 3,268(1) D $0 0 D
Common Stock 10/04/2021 A 6,820(2) A $0(2) 12,958 D
Common Stock 1,302,250 I By Good Seed Capital, LLC(3)
Common Stock 10,000 I By Spouse(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount 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.
/s/ Justin R. Salon, as attorney-in-fact for Thomas Heneghan 10/06/2021
** 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).
Note: 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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