AFCO American Farmland Company

As filed with the Securities and Exchange Commission on February 3, 2017

Registration No. 333-208917

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 1

TO FORM S-8

REGISTRATION STATEMENT NO. 333-208917

Registrant’s telephone number, including area code:    (720) 452-3100

American Farmland Company 2014 Equity Incentive Plan

(Full Title of the Plan)

c/o FPI Heartland LLC

4600 S. Syracuse Street, Suite 1450

Denver, Colorado 80237

(720) 452-3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filter, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statement of American Farmland Company (the “Company”) on Form S-8 (the “Registration Statement”):

·                   Registration Statement No. 333-208917, registering 806,400 shares of common stock, par value $0.01 per share of the Company (“Common Stock”), under the American Farmland Company 2014 Equity Incentive Plan.

Effective February 2, 2017, pursuant to the Agreement and Plan of Merger, dated as of September 12, 2016, by and among Farmland Partners Inc. (“FPI”), Farmland Partners Operating Partnership, LP, Farmland Partners OP GP, LLC, FPI Heartland, LLC, FPI Heartland Operating Partnership, LP, FPI Heartland GP LLC, AFCO and American Farmland Company L.P., the Company merged with and into FPI Heartland LLC (the “Company Merger”) and the separate corporate existence of the Company thereupon ended.

As a result of the Company Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement.  Accordingly, the Company hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the date hereof.

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