Fannie Mae 2009 Annual Report Download - page 72

Holders
As of January 31, 2010, we had approximately 19,000 registered holders of record of our common stock,
including holders of our restricted stock. In addition, as of January 31, 2010, 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
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
“Stock Compensation Plans”).
Information about sales and issuances of our unregistered securities during the first three quarters of 2009,
which were made pursuant to these Stock Compensation Plans, was provided in our quarterly reports on
Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 filed with the SEC
on May 8, 2009, August 6, 2009 and November 5, 2009, respectively.
During the quarter ended December 31, 2009, 3,358,526 shares of common stock were issued upon conversion
of 2,179,730 shares of 8.75% Non-Cumulative Mandatory Convertible Preferred Stock, Series 2008-1, at the
option of the holders pursuant to the terms of the preferred stock. All series of preferred stock, other than the
senior preferred stock, were issued prior to September 7, 2008.
The securities we issue are “exempted securities” under laws administered by the SEC to the same extent as
securities that are obligations of, or are guaranteed as to principal and interest by, the United States, except
that, under the GSE Act, our equity securities are not treated as exempted securities for purposes of
Section 12, 13, 14 or 16 of the Exchange Act. As a result, our securities offerings are exempt from SEC
registration requirements and we do not file registration statements or prospectuses with the SEC under the
Securities Act with respect to our securities offerings.
Information about Certain Securities Issuances by Fannie Mae
Pursuant to SEC regulations, public companies are required to disclose certain information when they incur a
material direct financial obligation or become directly or contingently liable for a material obligation under an
off-balance sheet arrangement. The disclosure must be made in a current report on Form 8-K under Item 2.03
or, if the obligation is incurred in connection with certain types of securities offerings, in prospectuses for that
offering that are filed with the SEC.
Fannie Mae’s securities offerings are exempted from SEC registration requirements, except that, under the
GSE Act, our equity securities are not treated as exempted securities for purposes of Section 12, 13, 14 or 16
of the Exchange Act. As a result, we are not required to and do not file registration statements or prospectuses
with the SEC under the Securities Act with respect to our securities offerings. To comply with the disclosure
requirements of Form 8-K relating to the incurrence of material financial obligations, we report our incurrence
of these types of obligations either in offering circulars or prospectuses (or supplements thereto) that we post
on our Web site or in a current report on Form 8-K, in accordance with a “no-action” letter we received from
the SEC staff. In cases where the information is disclosed in a prospectus or offering circular posted on our
Web site, the document will be posted on our Web site within the same time period that a prospectus for a
non-exempt securities offering would be required to be filed with the SEC.
The Web site address for disclosure about our debt securities is www.fanniemae.com/debtsearch. From this
address, investors can access the offering circular and related supplements for debt securities offerings under
Fannie Mae’s universal debt facility, including pricing supplements for individual issuances of debt securities.
Disclosure about our off-balance sheet obligations pursuant to some of the MBS we issue can be found at
www.fanniemae.com/mbsdisclosure. From this address, investors can access information and documents about
our MBS, including prospectuses and related prospectus supplements.
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