Freddie Mac 2015 Annual Report Download - page 383

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Freddie Mac 2015 Form 10-K 381
STOCK OWNERSHIP BY GREATER-THAN 5% HOLDERS
5% Holder(1) Common Stock
Beneficially Owned Percent of Class
U.S. Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220 Variable(2) 79.9%
(1) 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.
(2) 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.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the directors and executive officers of a reporting company
and persons who own more than 10% of a registered class of such company’s equity securities to file
reports of ownership and changes in ownership with the SEC. Based solely on a review of such reports,
we believe that during 2015 all of our directors and executive officers complied with such reporting
obligations.
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, 2015. Our
stockholders have approved the Employee Stock Purchase Plan, the 2004 Stock Compensation Plan,
and the 1995 Stock Compensation Plan (together, the “Employee Plans”), and the 1995 Directors’ Stock
Compensation Plan (the “Directors’ Plan”). We suspended the operation of these plans following our entry
into conservatorship and are no longer granting awards under such plans.