Freddie Mac 2014 Annual Report Download - page 276

271 Freddie Mac
Our only class of voting stock is our common stock. Upon its appointment as Conservator, FHFA immediately succeeded
to the voting rights of holders of our common stock. The following table shows the beneficial ownership of our common stock
as of February 17, 2015 by our current directors, our NEOs, all of our directors and executive officers as a group, and holders
of more than 5% of our common stock. Beneficial ownership is determined in accordance with SEC rules for computing the
number of shares of common stock beneficially owned by a person and the percentage ownership of that person. As of
February 17, 2015, each director and NEO, and all of our directors and executive officers as a group, owned less than 1% of
our outstanding common stock. Unless otherwise noted, the information presented below is based on information provided to
us by the individuals or entities specified in the table.
Table 77 — Stock Ownership by Directors, Executive Officers, and Greater-Than-5% Holders
Name Position
Common Stock
Beneficially Owned
Excluding
Stock Options(1)
Stock Options
Exercisable
Within 60 Days of
Feb. 17, 2015 Total Common Stock
Beneficially Owned
Raphael W. Bostic Director — — —
Carolyn H. Byrd Director — — —
Thomas M. Goldstein Director — — —
Richard C. Hartnack Director — — —
Steven W. Kohlhagen Director — — —
Christopher S. Lynch Director — — —
Sara Mathew Director — — —
Saiyid T. Naqvi Director — — —
Nicolas P. Retsinas Director 10,824(2) — 10,824
Eugene B. Shanks, Jr. Director — — —
Anthony A. Williams Director — — —
Donald H. Layton Chief Executive Officer — — —
James G. Mackey EVP — Chief Financial Officer — — —
David B. Lowman EVP — Single Family Business — — —
William H. McDavid EVP — General Counsel & Corp. Sec. — — —
Jerry Weiss EVP — Chief Administrative Officer — 11,620 11,620
All directors and executive officers as a group (25 persons) 79,710(2) 20,800 100,510
5% Holder(3) Common Stock Beneficially
Owned Percent of Class
U.S. Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220 Variable(4) 79.9%
(1) Includes shares of stock beneficially owned as of February 17, 2015.
(2) Includes distribution of 6,866 shares and 169 dividend equivalents on RSUs previously deferred and which have no remaining restrictions.
(3) Pershing Square Capital Management, L.P., PS Management GP, LLC, and William A. Ackerman (“Pershing”) have filed certain reports on Schedule
13D, the latest of which was filed on March 31, 2014. In that report, Pershing reported a beneficial ownership percentage calculation of 9.78%, based
solely on the 650,039,533 shares of our common stock outstanding as reported in our Form 10-K for the fiscal year ended December 31, 2013, and
excluding the shares issuable to Treasury pursuant to the warrant. The Schedule 13D indicated that Pershing also had additional economic exposure to
approximately 8,434,958 notional shares of common stock, bringing the total aggregate economic exposure on the date of that filing to 72,010,523
shares of common stock (approximately 11.08% of the outstanding common stock). In that filing, Pershing indicated that because it believes our
common stock is not a voting security, it had determined not to file future reports on Schedule 13D. We do not know Pershing's current beneficial
ownership of our common stock.
(4) In September 2008, we issued to Treasury a warrant to purchase, for one one-thousandth of a cent ($0.00001) per share, shares of our common stock
equal to 79.9% of the total number of shares of our common stock outstanding on a fully diluted basis at the time the warrant is exercised. The warrant
may be exercised in whole or in part at any time until September 7, 2028. As of the date of this filing, Treasury has not exercised the warrant. The
information above assumes Treasury beneficially owns no other shares of our common stock.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information about our common stock that may be issued upon the exercise of options,
warrants, and rights under our existing equity compensation plans at December 31, 2014. Our stockholders have approved the
ESPP, the 2004 Employee Plan and the 1995 Employee Plan (together, the Employee Plans), and the Directors’ Plan. We
suspended the operation of these plans following our entry into conservatorship and are no longer granting awards under such
plans.
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