SEC Filing | Fannie Mae

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SWYGERT H PATRICK

(Last)

(First)

(Middle)

C/O FANNIE MAE,

3900 WISCONSIN AVENUE, NW

(Street)

WASHINGTON

20016

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2008

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred stock	⁽¹⁾	03/31/2008		A		2,382.767		⁽¹⁾	⁽¹⁾	Common Stock	2,382.767	$26.23	2,382.767	D

Explanation of Responses:

1. Each deferred share represents the right to receive one share of common stock. The shares become payable upon the first business day of the month that is six months following the month in which the reporting person ceases to serve as a director.

Remarks:

	/s/ Beth A. Wilkinson, Attorney-in-Fact for H. Patrick Swygert	04/01/2008
	** 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 4 (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.

By this Limited Signatory Power the undersigned authorizes and designates each
of Beth Wilkinson, Scott Lesmes and Christine Reddy 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 Beth Wilkinson, Scott Lesmes and
Christine Reddy to execute and file on behalf of the undersigned a Form ID, and
any amendments thereto, to facilitate the foregoing.  The authority of Beth
Wilkinson, Scott Lesmes and Christine Reddy 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.  This Limited Signatory Power
revokes any previous Limited Signatory Power of the same issuer on the same
subject.  The undersigned acknowledges that Beth Wilkinson, Scott Lesmes and
Christine Reddy 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.



Date:October 17, 2006	Signed:/s/ H. Patrick Swygert