SEC Filing | Fannie Mae

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dunn Judith C

(Last)

(First)

(Middle)

3900 WISCONSIN AVENUE, NW

(Street)

WASHINGTON

20016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2012

3. Issuer Name and Ticker or Trading Symbol
FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE [ FNMA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Interim GC & Corp. Sec.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,578	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	01/21/2004⁽¹⁾	01/21/2013	Common Stock	5,250	69.43	D
Stock Option (Right to Buy)	01/23/2005⁽¹⁾	01/23/2014	Common Stock	6,635	78.315	D

Explanation of Responses:

1. The options vested in four equal annual installments beginning on the date shown.

	/s/ Judith C. Dunn	06/27/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED SIGNATORY POWER


By this Limited Signatory Power the undersigned authorizes
and designates each of Suzanne A. Barr,Stephen H. McElhennon
and Veronique K. Fine, each with full power of substitution,
to execute and file on behalf of the undersigned all
Forms 3, 4 and 5 (including any exhibits, attachments
and amendments thereto) that the undersigned may be required
to file with the Securities and Exchange Commission as a result
of the undersigned's ownership of or transactions in securities
of Fannie Mae.  The undersigned further authorizes and designates
each of Suzanne A. Barr, Stephen H. McElhennon and Veronique K. Fine
to execute and file on behalf of the undersigned a Form ID,
and any amendments thereto, to facilitate the foregoing.
The authority of Suzanne A. Barr, Stephen H. McElhennon and
Veronique K. Fine under this Limited Signatory Power shall
continue until the undersigned is no longer required to file
Forms?3, 4 and 5 with regard to his or her ownership of or
transactions in securities of Fannie Mae, unless earlier
revoked in writing.  The undersigned acknowledges that
Suzanne A. Barr, Stephen H. McElhennon and Veronique K. Fine
are not assuming, nor is Fannie Mae assuming, any of the
undersigned's responsibilities to file Forms 3, 4 and 5 or
otherwise comply with any related laws or regulations.

This Limited Signatory Power revokes any Signatory Power or
Power of Attorney the undersigned has previously signed with
respect to Forms 3, 4 and 5, and Form IDs, that the
undersigned may be required to file with the Securities and
Exchange Commission as a result of the undersigned's ownership
of or transactions in securities of Fannie Mae.


Date: June 18, 2012		Signed: /s/ Judith C. Dunn