UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
| Federal Agricultural Mortgage Corporation |
| (Name of Issuer) |
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| Common Stock, Class C |
| (Title of Class of Securities) |
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| 313148306 |
| (CUSIP Number) |
|
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| December 31, 2013 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 313148306
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SCHEDULE 13G/A
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Page 2
of 6 Pages
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1
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NAME OF REPORTING PERSONS
Philadelphia Financial Management of San Francisco, LLC
I.R.S. Identification
Nos. of above person 20-0912242
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California, United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
321,948
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
321,948
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
321,948
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.45%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 313148306
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SCHEDULE 13G/A
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Page
3 of 6 Pages
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| Item 1. | (a) Name of Issuer |
Federal Agricultural Mortgage Corporation
| (b) Address of Issuer’s Principal Executive Offices |
1999 K Street, N.W. 4th Floor
Washington, DC 20006
| Item 2. | (a) Name of Person Filing |
Philadelphia Financial Management of San Francisco, LLC
| (b) Address of Principal Business Office, or, if none, Residence |
450 Sansome Street, Suite 1500
San Francisco, CA 94111
| (c) Citizenship |
Please refer to Item 4 on each cover sheet for each filing person
| (d) Title of Class of Securities |
Common Stock, Class C
| (e) CUSIP No.: |
313148306
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CUSIP No. 313148306
|
SCHEDULE 13G/A
|
Page 4
of 6 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP No. 313148306
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SCHEDULE 13G/A
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Page
5 of 6 Pages
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Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person
Item 5. Ownership of Five Percent or Less of a Class
X
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 313148306
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SCHEDULE 13G/A
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Page 6
of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2014
| Philadelphia Financial Management of San Francisco, LLC | |||
| By: | Rachael Clarke | ||
| Name: | Rachael Clarke | ||
| Title: | Chief Compliance Officer | ||