Farmland Partners Inc. — Director's Dealing 2017

Feb 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Farmland Partners Inc. (FPI)
CIK: 0001591670
Period of Report: 2017-02-02

Reporting Person: Boardman Dennie Dixon (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-02	Common Stock	A	88383	—	Acquired	88383	Direct
2017-02-02	Common Stock	A	1483	—	Acquired	1483	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-02	OP Units	$	A	157393	Acquired		Common Stock (157393)	Direct

Footnotes

F1: Received in exchange for 114,127 shares of common stock of American Farmland Company ("AFCO") and 5,036 AFCO restricted stock units ("AFCO RSUs") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 12, 2016, by and among Farmland Partners Inc. ("FPI"), Farmland Partners Operating Partnership, LP (the "Operating Partnership"), Farmland Partners OP GP, LLC, FPI Heartland, LLC, FPI Heartland Operating Partnership, LP, FPI Heartland GP LLC, AFCO and American Farmland Company L.P. ("AFCO OP"). Upon the closing of the transactions contemplated by the Merger Agreement, each share of AFCO common stock and each AFCO RSU that became fully earned and vested upon closing of the transactions contemplated by the Merger Agreement was converted into the right to receive 0.7417 shares of FPI common stock.

F2: Received in exchange for 2,000 shares of AFCO common stock pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each share of AFCO common stock was converted into the right to receive 0.7417 shares of FPI common stock.

F3: On the date immediately prior to the effective time of the merger, the closing price of FPI's common stock was $11.41 per share and the closing price of AFCO's common stock was $8.65 per share.

F4: These securities are held in a custodial account for the benefit of a minor child. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F5: Represents units of limited partnership interest ("OP Units") in the Operating Partnership. FPI is the sole member of the general partner of the Operating Partnership. Beginning on the first anniversary of issuance, each OP Unit is redeemable for cash equal to the then-current market value of one share of FPI common stock or, in FPI's sole discretion, one share of FPI common stock. OP Units have no expiration date.

F6: Received in exchange for 212,206 units of limited partnership interest ("AFCO OP Units") in AFCO OP pursuant to the Merger Agreement. Upon the closing of the transactions contemplated by the Merger Agreement, each AFCO OP Unit was converted into the right to receive 0.7417 OP Units.