Amended Statement of Beneficial Ownership (sc 13d/a)
January 19 2021 - 1:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)*
Farmer Bros.
Co.
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
307675108
(CUSIP Number)
Richard F. Farmer
P. O. Box 50725
Eugene,
Oregon 97405
541-484-2123
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 13, 2021
(Date
of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAME OF
REPORTING PERSON
Richard Francis Farmer, Ph.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) (b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
1,022,332(1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,022,332(1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,332(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.8%(2)
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14
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TYPE OF REPORTING PERSON
IN
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(1)
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Consists of shares beneficially owned by Dr. Farmer through various trusts of which Dr. Farmer is the trustee.
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(2)
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This percentage is calculated based on 17,540,241 shares of the Common Stock outstanding as of
October 28, 2020, as reported in the Companys quarterly report on Form 10-Q filed on November 6, 2020.
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- 2 -
SCHEDULE 13D/A
Explanatory Note:
This Amendment (as defined below)
amends and supplements the Prior Schedule 13D (as defined below). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Prior Schedule 13D. All capitalized terms contained herein but
not otherwise defined shall have the meanings ascribed to such terms in the Prior Schedule 13D.
Item 1.
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Security and Issuer.
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This Amendment No. 3 (this Amendment), which amends and supplements the statement on Schedule 13D, filed on
October 21, 2016, as amended by Amendment No. 1, filed on January 16, 2018 and Amendment No. 2, filed on February 10, 2020 (together, the Prior Schedule 13D), relates to the common stock, $1.00 par
value (the Common Stock) of Farmer Bros. Co., a Delaware corporation (the Company) having its principal executive offices at 1912 Farmer Brothers Drive, Northlake, Texas 76262, beneficially owned
by Richard Francis Farmer, Ph.D. (Dr. Farmer). The purpose of this Amendment is to report the change in Dr. Farmers beneficial ownership of Common Stock resulting from his sales
of Common Stock since the date of the Prior Schedule 13D.
Item 5.
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Interest in Securities of the Issuer.
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Dr. Farmer is the beneficial owner and holds sole voting and dispositive power through the Trusts of 1,022,332 shares of Common Stock, representing
5.8% of the 17,540,241 shares of Common Stock outstanding as of October 28, 2020, as reported in the Companys quarterly report on Form 10-Q filed on November 6, 2020.
The following transactions relating to the Common Stock were effected by Dr. Farmer during the past 60 days, all of which consisted of open market sales:
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Date of Sale
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Record Holder
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Number of Shares
of Common Stock
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Price Per Share
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High and Low
Prices Used to
Calculate Weighted
Average*
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11/24/2020
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1987 Trust
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1,400
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$
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4.67
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*
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$4.60 to $4.74
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12/18/2020
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1987 Trust
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1
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$
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4.13
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12/23/2020
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1987 Trust
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1,800
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$
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4.13
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12/28/2020
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1987 Trust
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1,700
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$
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4.21
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12/29/2020
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1987 Trust
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1,200
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$
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4.29
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12/30/2020
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1987 Trust
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700
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$
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4.33
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12/31/2020
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1987 Trust
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1,400
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$
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4.62
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*
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$4.54 to $4.70
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1/6/2021
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1987 Trust
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1,400
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$
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4.945
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*
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$4.86 to $5.03
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1/14/2021
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1987 Trust
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900
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$
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5.66
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1/7/2021
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1972 Trust
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500
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$
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5.10
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12/23/2020
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1969 Trust
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1,500
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$
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4.15
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12/29/2020
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1969 Trust
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750
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$
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4.23
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12/30/2020
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1969 Trust
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600
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$
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4.39
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12/31/2020
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1969 Trust
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600
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$
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4.38
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1/6/2021
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1969 Trust
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800
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$
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5.09
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1/14/2021
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1969 Trust
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900
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$
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5.69
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11/16/2020
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1964 Trust
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2,100
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$
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4.369
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*
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$4.25 to $4.40
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11/19/2020
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1964 Trust
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1,300
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$
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4.5269
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*
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$4.50 to $4.55
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11/24/2020
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1964 Trust
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2,100
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$
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4.6757
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*
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$4.65 to $4.71
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12/3/2020
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1964 Trust
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700
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$
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4.50
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12/9/2020
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1964 Trust
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700
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$
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4.37
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12/17/2020
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1964 Trust
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700
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$
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4.10
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12/23/2020
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1964 Trust
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2,000
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$
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4.10
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- 3 -
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Date of Sale
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Record Holder
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Number of Shares
of Common Stock
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Price Per Share
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High and Low
Prices Used to
Calculate Weighted
Average*
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12/24/2020
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1964 Trust
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412
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$
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4.18
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12/28/2020
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1964 Trust
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1,788
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$
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4.18
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12/29/2020
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1964 Trust
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2,400
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$
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4.26
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12/30/2020
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1964 Trust
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1,500
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$
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4.324
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*
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$4.30 to $4.36
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12/31/2020
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1964 Trust
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3,200
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$
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4.6306
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$4.51 to $4.74
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1/5/2021
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1964 Trust
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600
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$
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4.82
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1/6/2021
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1964 Trust
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3,000
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$
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4.98
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*
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$4.87 to $5.06
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1/7/2021
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1964 Trust
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3
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$
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5.12
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1/12/2021
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1964 Trust
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697
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$
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5.12
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1/13/2021
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1964 Trust
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900
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$
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6.10
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1/14/2021
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1964 Trust
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2,000
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$
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5.685
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*
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$5.65 to $5.72
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*
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The Price Per Share for these transactions represents a weighted average price. The reporting person undertakes
to provide upon request by the staff full information regarding the number of shares sold at each separate price.
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SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated:
January 19, 2021
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By:
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/s/ Richard Francis Farmer
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Richard Francis Farmer
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