Freddie Mac 2012 Annual Report Download - page 365

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Security Ownership
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 26, 2013 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 26, 2013, each director and NEO, and all of our directors and executive officers as a group, owned
less than 1% of our outstanding common stock. The information presented below is based on information provided to us by
the individuals or entities specified in the table.
Table 94 — 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. 26, 2013
Total Common Stock
Beneficially Owned
Linda B. Bammann ...... Director — — —
Carolyn H. Byrd ........ Director — — —
Christopher S. Lynch .... Director — — —
Nicolas P. Retsinas ...... Director 10,824(2) — 10,824
Steven W. Kohlhagen .... Director — — —
Eugene B. Shanks, Jr. .... Director — — —
Anthony A. Williams .... Director — — —
Donald H. Layton ....... Chief Executive Officer — — —
Ross J. Kari ........... EVP—Chief Financial Officer — — —
Paul E. Mullings ........ SVP—SFSourcing and Sec. (Interim Head —SF Bus.) 44,333 9,710 54,043
Jerry Weiss ............ EVP—Chief Administrative Officer 35,815 16,590 52,405
Paige H. Wisdom ....... EVP—Chief Enterprise Risk Officer 22,551 — 22,551
All directors and executive officers as a group (20 persons) ................... 185,508(2) 59,188 244,696
5% Holder Common Stock Beneficially Owned Percent of Class
U.S. Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
Variable(3) 79.9%
(1) Includes shares of stock beneficially owned as of February 26, 2013.
(2) Includes 6,866 RSU’s and 169 dividend equivalents on RSUs.
(3) 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, 2012. 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.
Table 95 — Equity Compensation Plan Information
Plan Category
Number of securities to be issued
upon exercise of outstanding options,
warrants and rights
Weighted average exercise price of
outstanding options,
warrants and rights
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
Equity compensation plans approved
by stockholders ............. 1,378,773(1) $55.41(2) 34,556,106(3)
Equity compensation plans not
approved by stockholders ...... None N/A None
(1) Includes 69,477 restricted stock units and shares of restricted stock issued under the Directors’ Plan and the Employee Plans.
(2) For the purpose of calculating this amount, the restricted stock units and shares of restricted stock are assigned a value of zero.
(3) Includes 27,075,758 shares, 5,845,739 shares, and 1,634,609 shares available for issuance under the 2004 Employee Plan, the ESPP and the Directors’
Plan, respectively. No shares are available for issuance under the 1995 Employee Plan.
360 Freddie Mac