Gladstone Land Corporation (NASDAQ:LAND) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities.

The information in Item 8.01 below is incorporated into this Item
3.02 by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the press release issued by the Company announcing the
closing of the acquisition discussed in Item 8.01 below is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference. to the rules and regulations of the SEC, the
information in this Item 7.01 disclosure, including Exhibit 99.1
and information set forth therein, is deemed to have been
furnished and shall not be deemed to be filed under the
Securities Exchange Act of 1934, as amended.

Item 8.01. Other Events.

On December 28, 2016, Gladstone Land Corporation (the Company),
through a wholly-owned subsidiary of Gladstone Land Limited
Partnership (the Operating Partnership), completed its
acquisition of certain real property located in Baca County,
Colorado, from an unrelated third party for total consideration
consisting of (i) approximately $9.1 million in cash and (ii)
233,952 units of limited partnership interests in the Operating
Partnership (OP Units).

Following a one-year holding period, and in accordance with the
terms and conditions set forth in the partnership agreement of
the Operating Partnership, the holder of the OP Units will be
entitled to cause the Company to redeem the OP Units for cash or,
at the Companys discretion, exchange the OP Units for shares of
the Companys common stock, par value $0.001 per share, on a
one-for-one basis. The cash redemption amount per OP Unit would
be based on the market price of a share of the Companys common
stock at the time of redemption.

The Company has elected to report early the potential private
placement of its common stock (in relation to the aforementioned
issuance) that may occur if the holder elects to redeem their OP
Units and the Company elects to assume the redemption obligation
of the Operating Partnership and exchange OP Units for shares of
common stock, as described above.

The issuance of OP Units (and possible future exchange thereof
for shares of the Companys common stock) will be consummated
without registration under the Securities Act of 1933, as amended
(the Securities Act), in reliance upon the exemption from
registration in Section 4(a)(2) of the Securities Act for
transactions not involving any public offering. No sales
commission or other consideration will be paid in connection with
such sale.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.