Statement of Changes in Beneficial Ownership (4)
March 13 2017 - 5:52PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
KEOWN MICHAEL H
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2. Issuer Name
and
Ticker or Trading Symbol
FARMER BROTHERS CO
[
FARM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President, CEO
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(Last)
(First)
(Middle)
FARMER BROS. CO., 1912 FARMER BROTHERS DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2017
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(Street)
NORTHLAKE, TX 76262
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $1.00 par value
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3/10/2017
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M
(1)
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12000
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A
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$6.96
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59242
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D
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Common Stock, $1.00 par value
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3/10/2017
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S
(2)
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12000
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D
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$31.6579
(3)
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47242
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock option (right to buy)
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$6.96
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3/10/2017
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M
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12000
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(1)
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5/11/2019
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Common Stock
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12000
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$0.00
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276663
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D
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Explanation of Responses:
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(
1)
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Exercise of non-qualified stock option granted on May 11, 2012 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and
restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The option vested pursuant to a three
year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 5/11/2013,
5/11/2014 and 5/11/2015.
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(
2)
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This sale was made pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
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(
3)
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Open market sale of shares from 3/10/2017 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of the
exercise price of the option. This transaction was executed in multiple trades at prices ranging from $31.35 to $32.175; the price reported above
reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and
prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. The reporting person
continues to meet the Company's stock ownership guidelines.
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Remarks:
Ex 24 Limited Power of Attorney attached.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KEOWN MICHAEL H
FARMER BROS. CO.
1912 FARMER BROTHERS DRIVE
NORTHLAKE, TX 76262
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X
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President, CEO
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Signatures
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/s/ Thomas J. Mattei, Jr., Attorney-In-Fact for Michael H. Keown
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3/13/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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