Fannie Mae 2008 Annual Report Download - page 82

Prior to the conservatorship, annual dividends declared on the shares of our preferred stock outstanding totaled
$1.0 billion for the three quarters ended September 30, 2008. See “Notes to Consolidated Financial
Statements—Note 17, Stockholders’ Equity (Deficit)” for detailed information on our preferred stock
dividends.
Holders
As of January 31, 2009, we had approximately 20,000 registered holders of record of our common stock,
including holders of our restricted stock. In addition, as of January 31, 2009, Treasury held a warrant giving it
the right to purchase 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 on the date of exercise.
Recent Sales of Unregistered Securities
First Quarter 2008
Information about sales and issuances of our unregistered securities during the quarter ended March 31, 2008
was provided in our quarterly report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC
on May 6, 2008.
Second Quarter 2008
Information about sales and issuances of our unregistered securities during the quarter ended June 30, 2008
was provided in our quarterly report on Form 10-Q for the quarter ended June 30, 2008, filed with the SEC on
August 8, 2008.
Third Quarter 2008
Information about sales and issuances of our unregistered securities during the quarter ended September 30,
2008 was provided in our quarterly report on Form 10-Q for the quarter ended September 30, 2008, filed with
the SEC on November 10, 2008.
Fourth Quarter 2008
We previously provided stock compensation to employees and members of the Board of Directors under the
Fannie Mae Stock Compensation Plan of 1993 and the Fannie Mae Stock Compensation Plan of 2003 (the
“Plans”).
During the quarter ended December 31, 2008, we did not issue restricted stock in consideration of services
rendered or to be rendered. Under the terms of the senior preferred stock purchase agreement, we are
prohibited from selling or issuing our equity interests other than as required by (and pursuant to) the terms of
a binding agreement in effect on September 7, 2008 without the prior written consent of Treasury. During the
quarter ended December 31, 2008, 7,549 restricted stock units vested, as a result of which 5,083 shares of
common stock were issued and 2,466 shares of common stock that otherwise would have been issued were
withheld by us in lieu of requiring the recipients to pay us the withholding taxes due upon vesting. All of
these restricted stock units were granted prior to September 7, 2008. Restricted stock units granted under the
Plans typically vest in equal annual installments over three or four years beginning on the first anniversary of
the date of grant. Each restricted stock unit represents the right to receive a share of common stock at the time
of vesting. As a result, restricted stock units are generally similar to restricted stock, except that restricted
stock units do not confer voting rights on their holders. All restricted stock units were granted to persons who
were employees or members of the Board of Directors of Fannie Mae.
In addition, during the quarter ended December 31, 2008, 15,490,568 shares of common stock were issued
upon conversion of 10,053,599 shares of 8.75% Non-Cumulative Mandatory Convertible Preferred Stock,
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