Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 31154R 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James C. Justice III

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
215,972 shares of Common Stock

6.

Shared Voting Power
0 shares of Common Stock

7.

Sole Dispositive Power
215,972 shares of Common Stock

8.

Shared Dispositive Power
0 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
215,972 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.7% of Common Stock (1)

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 31154R 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James C. Justice II

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares of Common Stock

6.

Shared Voting Power
1,096,515 shares of Common Stock

7.

Sole Dispositive Power
0 shares of Common Stock

8.

Shared Dispositive Power
1,096,515 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,096,515 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
3.3% of Common Stock (2)

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 31154R 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James C. Justice Companies, Inc. (Tax ID No. 22-3890016)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares of Common Stock

6.

Shared Voting Power
143,788 shares of Common Stock

7.

Sole Dispositive Power
0 shares of Common Stock

8.

Shared Dispositive Power
143,788 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
143,788 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.4% of Common Stock

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 31154R 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Justice Coal of Alabama, LLC (Tax ID No. 45-2354416)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Alabama

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares of Common Stock

6.

Shared Voting Power
592,460 shares of Common Stock

7.

Sole Dispositive Power
0 shares of Common Stock

8.

Shared Dispositive Power
592,460 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
592,460 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
1.8% of Common Stock

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 31154R 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Justice Farms of North Carolina, LLC (Tax ID No. 46-4423106)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Virginia

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares of Common Stock

6.

Shared Voting Power
360,267 shares of Common Stock

7.

Sole Dispositive Power
0 shares of Common Stock

8.

Shared Dispositive Power
360,267 shares of Common Stock

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
360,267 shares of Common Stock

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
1.1% of Common Stock

12.

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
Farmland Partners, Inc. (FPI)

(b)

Address of Issuers Principal Executive Offices
4600 South Syracuse Street, Suite 1450, Denver, Colorado 80237

Item 2.

(a)

Name of Person Filing
This statement is being filed on behalf of James C. Justice II (Mr. Justice II), James C. Justice III (Mr. Justice III), James C. Justice Companies, Inc. (Justice Inc.), Justice Farms of North Carolina (Justice North Carolina), and Justice Coal of Alabama, LLC (Justice Alabama, and collectively with Mr. Justice II, Mr. Justice III, Justice Inc. and Justice North Carolina, the Reporting Persons). Mr. Justice II is the majority owner, and Mr. Justice III is the Executive Vice President, of Justice Inc., Justice North Carolina, and Justice Alabama. Mr. Justice II is Mr. Justice IIIs father.

(b)

Address of Principal Business Office or, if none, Residence
302 S. Jefferson Street, Roanoke, VA 24011

(c)

Citizenship
USA

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
31154R 10 9

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The percentages set forth in this Item 4 are based on 32,132,438 shares of FPI Common Stock and 6,216,027 (excluding OP Units owned by FPI) OP Units convertible into FPI Common Stock outstanding as of February 3, 2017, as reported in FPIs Current Report on Form 8-K filed on February 3, 2017.

Mr. Justice III:

(a)

Amount beneficially owned:   

215,972

(b)

Percent of class:   

0.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

215,972

(ii)

Shared power to vote or to direct the vote:    

-0-

(iii)

Sole power to dispose or to direct the disposition:   

215,972

(iv)

Shared power to dispose or to direct the disposition:   

-0-

Mr. Justice II:

(a)

Amount beneficially owned:   

1,096,515

(b)

Percent of class:   

3.3%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

-0-

(ii)

Shared power to vote or to direct the vote:    

1,096,515

(iii)

Sole power to dispose or to direct the disposition:   

-0-

(iv)

Shared power to dispose or to direct the disposition:   

1,096,515

Justice Inc.:

(a)

Amount beneficially owned:   

143,788

(b)

Percent of class:   

0.4%

(c)

Number of shares as to which such person has;

(i)

Sole power to vote or to direct the vote:   

-0-

(ii)

Shared power to vote or to direct the vote:    

143,788

(iii)

Sole power to dispose or to direct the disposition:   

-0-

(iv)

Shared power to dispose or to direct the disposition:   

143,788

Justice North Carolina:

(a)

Amount beneficially owned:   

360,267

(b)

Percent of class:   

1.1%

(c)

Number of shares as to which such person has;

(i)

Sole power to vote or to direct the vote:   

-0-

(ii)

Shared power to vote or to direct the vote:    

360,267

(iii)

Sole power to dispose or to direct the disposition:   

-0-

(iv)

Shared power to dispose or to direct the disposition:   

360,267

Justice Alabama:

(a)

Amount beneficially owned:   

592,460

(b)

Percent of class:   

1.8%

(c)

Number of shares as to which such person has;

(i)

Sole power to vote or to direct the vote:   

-0-

(ii)

Shared power to vote or to direct the vote:    

592,460

(iii)

Sole power to dispose or to direct the disposition:   

-0-

(iv)

Shared power to dispose or to direct the disposition:   

592,460

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Except as otherwise disclosed in periodic public filings with the Securities and Exchange Commission, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

The Reporting Persons have pledged the shares to a bank in connection with a loan. Upon a default, the Bank would have the right to vote and/or dispose of the shares.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

See Exhibits 1 and 2 attached hereto.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

February 10, 2017

Date

/s/ James C. Justice III

Signature

/s/  James C. Justice II

Signature

JAMES C. JUSTICE COMPANIES, INC.

By:

/s/ James C. Justice III

James C. Justice III, Executive Vice President

JUSTICE COAL OF ALABAMA, LLC

By:

/s/ James C. Justice III

James C. Justice III, Executive Vice President

JUSTICE FARMS OF NORTH CAROLINA, LLC

By:

/s/ James C. Justice II I

James C. Justice III, Executive Vice President