Fannie Mae 2009 Annual Report Download - page 240

the options until the options are exercised. Shares issuable upon the vesting of restricted stock units are not considered
to be beneficially owned under applicable SEC rules and, accordingly, restricted stock units are not included in the
amounts shown.
(2)
These shares are issuable upon the exercise of outstanding stock options, except for 1,373 shares of deferred stock
held by Mr. Williams, which he could obtain within 60 days in certain circumstances.
(3)
Mr. Bacon’s shares include 48 shares held as custodian for family members, 1,101 shares held through our ESOP and
40,583 shares of restricted stock.
(4)
Mr. Benson’s shares include 481 shares held through our ESOP and 14,954 shares of restricted stock.
(5)
Mr. Williams’ shares include 180,465 shares held jointly with his spouse, 700 shares held by his daughter, 921 shares
held through our ESOP and 97,534 shares of restricted stock.
(6)
The amount of shares held by all directors and current executive officers as a group includes 201,117 shares of
restricted stock held by our directors and current executive officers, 6,054 shares held by them through our ESOP and
748 shares of stock held by their family members. The beneficially owned total includes 1,373 shares of deferred
stock. The shares in this table do not include 52,856 shares of restricted stock units over which the holders will not
obtain voting rights or investment power until the restrictions lapse.
The following table shows the beneficial ownership of our common stock by each holder of more than 5% of
our common stock as of February 15, 2010.
5% Holders
Common Stock
Beneficially Owned Percent of Class
Department of the Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Variable
(1)
79.9%
1500 Pennsylvania Avenue, NW., Room 3000 Washington, DC 20220
(1)
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 February 26, 2010, Treasury has not exercised the warrant. The information above
assumes Treasury beneficially owns no other shares of our common stock.
Item 13. Certain Relationships and Related Transactions, and Director Independence
POLICIES AND PROCEDURES RELATING TO TRANSACTIONS WITH RELATED PERSONS
We review relationships and transactions in which Fannie Mae is a participant and in which any of our
directors and executive officers or their immediate family members has an interest to determine whether any
of those persons has a material interest in the relationship or transaction. Our current written policies and
procedures for review, approval or ratification of relationships or transactions with related persons are set forth
in our:
• Code of Conduct and Conflicts of Interest Policy for Members of the Board of Directors;
• Nominating and Corporate Governance Committee Charter;
• Board of Directors’ delegation of authorities and reservation of powers;
• Code of Conduct for employees;
• Conflict of Interest Policy and Conflict of Interest Procedure for employees; and
• Employment of Relatives Practice.
In addition, depending on the circumstances, relationships and transactions with related persons may require
approval of the conservator pursuant to the delegation of authority issued to us by the conservator on
November 24, 2008 or may require the approval of Treasury pursuant to the senior preferred stock purchase
agreement.
Our Code of Conduct and Conflicts of Interest Policy for Members of the Board of Directors prohibits our
directors from engaging in any conduct or activity that is inconsistent with our best interests, as defined by the
conservator’s express directions. The Code of Conduct and Conflicts of Interest Policy for Members of the
235