Amended Statement of Beneficial Ownership (sc 13d/a)

Date : 08/16/2019 @ 8:41PM
Source : Edgar (US Regulatory)
Stock : Farmer Brothers Company (FARM)
Quote : 15.41  0.47 (3.15%) @ 8:59PM
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Amended Statement of Beneficial Ownership (sc 13d/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.  3)*

 

 

Farmer Bros. Co.
__________________________________________________________________________________

(Name of Issuer)

 

 

Common Stock, par value $1.00 per share
__________________________________________________________________________________

(Title of Class of Securities)

 

 

307675108
__________________________________________________________________________________

(CUSIP Number)

 

John “Jack” Murphy

Levin Easterly Partners LLC

595 Madison Avenue, 17th Floor

New York, NY 10022

Telephone: (212) 259-0800
__________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

 

August 8, 2019

__________________________________________________________________________________

(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(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's 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.

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).


 

CUSIP No. 307675108

1.  Names of Reporting Persons.

    Levin Easterly Partners LLC

 

2.  Check the Appropriate Box if a Member of a Group

(a) □

(b) □

 

3.  SEC Use Only

 

4.  Source of Funds

      WC, AF

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           □

 

6.  Citizenship or Place of Organization

    Delaware

 

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

7.  Sole Voting Power

   0

 

8.  Shared Voting Power

   1,338,917

 

9.  Sole Dispositive Power

   0

 

10.  Shared Dispositive Power

   2,260,083

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

        2,260,083

 

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           □

 

 

13.  Percent of Class Represented by Amount in Row (11)

        13.3%

 

14.  Type of Reporting Person

        IA


 

CUSIP No. 307675108

1.  Names of Reporting Persons.

    LE Partners Holdings LLC

 

2.  Check the Appropriate Box if a Member of a Group

(a) □

(b) □

 

3.  SEC Use Only

 

4.  Source of Funds

     AF

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           □

 

6.  Citizenship or Place of Organization

    Delaware

 

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

7.  Sole Voting Power

   0

 

8.  Shared Voting Power

   1,338,917

 

9.  Sole Dispositive Power

   0

 

10.  Shared Dispositive Power

   2,260,083

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

        2,260,083

 

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           □

 

 

13.  Percent of Class Represented by Amount in Row (11)

        13.3%

 

14.  Type of Reporting Person

        OO


 

CUSIP No. 307675108

1.  Names of Reporting Persons.

    LE Partners Holdings II LLC

 

2.  Check the Appropriate Box if a Member of a Group

(a) □

(b) □

 

3.  SEC Use Only

 

4.  Source of Funds

     AF

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           □

 

6.  Citizenship or Place of Organization

   Delaware

 

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

7.  Sole Voting Power

   0

 

8.  Shared Voting Power

   1,338,917

 

9.  Sole Dispositive Power

   0

 

10.  Shared Dispositive Power

   2,260,083

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

        2,260,083

 

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           □

 

 

13.  Percent of Class Represented by Amount in Row (11)

        13.3%

 

14.  Type of Reporting Person

        OO


 

CUSIP No. 307675108

1.  Names of Reporting Persons.

    LE Partners Holdings III LLC

 

2.  Check the Appropriate Box if a Member of a Group

(a) □

(b) □

 

3.  SEC Use Only

 

4.  Source of Funds

     AF

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           □

 

6.  Citizenship or Place of Organization

   Delaware

 

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

7.  Sole Voting Power

   0

 

8.  Shared Voting Power

   1,338,917

 

9.  Sole Dispositive Power

   0

 

10.  Shared Dispositive Power

   2,260,083

 

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

        2,260,083

 

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           □

 

 

13.  Percent of Class Represented by Amount in Row (11)

        13.3%

 

14.  Type of Reporting Person

        OO


 

CUSIP No. 307675108

1.  Names of Reporting Persons.

    LE Partners Holdings IV LLC

 

2.  Check the Appropriate Box if a Member of a Group

(a) □

(b) □

 

3.  SEC Use Only

 

4.  Source of Funds

     AF

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           □

 

6.  Citizenship or Place of Organization

  Delaware

 

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

7.  Sole Voting Power

   0

 

8.  Shared Voting Power

   1,338,917

 

9.  Sole Dispositive Power

   0

 

10.  Shared Dispositive Power

   2,260,083

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

        2,260,083

 

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           □

 

 

13.  Percent of Class Represented by Amount in Row (11)

        13.3%

 

14.  Type of Reporting Person

        OO


 

CUSIP No. 307675108

1.  Names of Reporting Persons.

    Darrell Crate

 

2.  Check the Appropriate Box if a Member of a Group

(a) □

(b) □

 

3.  SEC Use Only

 

4.  Source of Funds

     AF

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           □

 

 

6.  Citizenship or Place of Organization

     United States

 

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

7.  Sole Voting Power

   0

 

8.  Shared Voting Power

   1,338,917

 

9.  Sole Dispositive Power

   0

 

10.  Shared Dispositive Power

   2,260,083

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

        2,260,083

 

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           □

 

 

13.  Percent of Class Represented by Amount in Row (11)

        13.3%

 

14.  Type of Reporting Person

        IN


 

CUSIP No. 307675108

1.  Names of Reporting Persons.

      Avshalom Kalichstein

 

2.  Check the Appropriate Box if a Member of a Group

(a) □

(b) □

 

3.  SEC Use Only

 

4.  Source of Funds

     AF

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           □

 

 

6.  Citizenship or Place of Organization

     United States

 

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

7.  Sole Voting Power

   0

 

8.  Shared Voting Power

   1,338,917

 

9.  Sole Dispositive Power

   0

 

10.  Shared Dispositive Power

   2,260,083

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

        2,260,083

 

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           □

 

 

13.  Percent of Class Represented by Amount in Row (11)

        13.3%

 

14.  Type of Reporting Person

        IN


 

CUSIP No. 307675108

1.  Names of Reporting Persons.

    John Murphy

 

2.  Check the Appropriate Box if a Member of a Group

(a) □

(b) □

 

3.  SEC Use Only

 

4.  Source of Funds

      AF

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           □

 

6.  Citizenship or Place of Organization

    United States

 

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

7.  Sole Voting Power

   0

 

8.  Shared Voting Power

   1,340,032

 

9.  Sole Dispositive Power

   0

 

10.  Shared Dispositive Power

   2,261,198

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

        2,261,198

 

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           □

 

 

13.  Percent of Class Represented by Amount in Row (11)

        13.3%

 

14.  Type of Reporting Person

        IN


 

CUSIP No. 307675108

1.  Names of Reporting Persons.

    Levin Capital Strategies, LP

 

2.  Check the Appropriate Box if a Member of a Group

(a) □

(b) □

 

3.  SEC Use Only

 

4.  Source of Funds

      WC, AF

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)           □

 

6.  Citizenship or Place of Organization

    Delaware

 

 

 

   Number of Shares

   Beneficially

   Owned by

   Each Reporting

   Person With:

 

 

7.  Sole Voting Power

   0

 

8.  Shared Voting Power

   1,115

 

9.  Sole Dispositive Power

   0

 

10.  Shared Dispositive Power

   1,115

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

        1,115

 

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares           □

 

 

13.  Percent of Class Represented by Amount in Row (11)

        Less than 1%

 

14.  Type of Reporting Person

        IA


The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.  

 

Item 3 is hereby amended and restated as follows:

 

The Shares were purchased with general investment funds in open market purchases, except as otherwise noted. The aggregate purchase price of the 2,260,083 Shares owned directly by Levin Easterly is approximately $50,773,069, including brokerage commissions.  The aggregate purchase price of the 1,155 Shares owned directly by LCS is approximately $33,300, including brokerage commissions.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.  

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 17,040,100 Shares outstanding as of April 30, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019.

 

Items 5(a)-(d) are hereby amended and restated as follows:

 

A. Levin Easterly 

 

(a) As of the close of business on August 15, 2019, Levin Easterly beneficially owned 2,260,083 Shares. 

 

Percentage: Approximately 13.3%.

 

(b) 1. Sole power to vote or direct vote:  0 

 

2. Shared power to vote or direct vote: 1,338,917*

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 2,260,083*

 

* See Item 5(d) for further discussion.

 

(c) The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference. 

 

B. LEPH 

 

(a) As of the close of business on August 15, 2019, LEPH beneficially owned 2,260,083 Shares. 

 

Percentage: Approximately 13.3%.

 

(b) 1. Sole power to vote or direct vote:  0 

 

2. Shared power to vote or direct vote: 1,338,917*

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 2,260,083*


11


* See Item 5(d) for further discussion.

 

(c) LEPH has not undertaken any transactions in the Shares during the past 60 days.  The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference. 

 

C. LEPH II 

 

(a) As of the close of business on August 15, 2019, LEPH II beneficially owned 2,260,083 Shares. 

 

Percentage: Approximately 13.3%.

 

(b) 1. Sole power to vote or direct vote:  0 

 

2. Shared power to vote or direct vote: 1,338,917*

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 2,260,083*

 

* See Item 5(d) for further discussion.

 

(c) LEPH II has not undertaken any transactions in the Shares during the past 60 days.  The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference. 

 

D. LEPH III 

 

(a) As of the close of business on August 15, 2019, LEPH III beneficially owned 2,272,712 Shares. 

 

Percentage: Approximately 13.3%.

 

(b) 1. Sole power to vote or direct vote:  0 

 

2. Shared power to vote or direct vote: 1,338,917*

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 2,260,083*

 

* See Item 5(d) for further discussion.

 

(c) LEPH III has not undertaken any transactions in the Shares during the past 60 days.  The transactions in the Shares by LCS during the past 60 days are set forth in Schedule A and are incorporated herein by reference. 

 

E. LEPH IV 

 

(a) As of the close of business on August 15, 2019, LEPH IV beneficially owned 2,260,083 Shares. 

 

Percentage: Approximately 13.3%.

 

(b) 1. Sole power to vote or direct vote:  0 


12


2. Shared power to vote or direct vote: 1,338,917*

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 2,260,083*

 

* See Item 5(d) for further discussion.

 

(c) LEPH IV has not undertaken any transactions in the Shares during the past 60 days.  The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference. 

 

F. Darrell Crate 

 

(a) As Chairman of Levin Easterly and a member of LEPH IV, Mr. Crate is deemed to beneficially own 2,260,083 Shares beneficially owned by Levin Easterly. 

 

Percentage: Approximately 13.3%.

 

(b) 1. Sole power to vote or direct vote:  0 

 

2. Shared power to vote or direct vote: 1,338,917*

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 2,260,083*

 

* See Item 5(d) for further discussion.

 

(c) Mr. Crate has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference. 

 

G. Avshalom Kalichstein 

 

(a) As a member of LEPH IV, Mr. Kalichstein is deemed to beneficially own 2,260,083 Shares beneficially owned by Levin Easterly. 

 

Percentage: Approximately 13.3%.

 

(b) 1. Sole power to vote or direct vote:  0 

 

2. Shared power to vote or direct vote: 1,338,917*

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 2,260,083*

 

* See Item 5(d) for further discussion.

 

(c) Mr. Kalichstein has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference. 


13


H. John “Jack” Murphy 

 

(a) As Chief Investment Officer of Levin Easterly, Mr. Murphy is deemed to beneficially own 2,386,144 Shares beneficially owned by Levin Easterly and one managed account at LCS.   

 

Percentage: Approximately 13.3%.

 

(b) 1. Sole power to vote or direct vote:  0 

 

2. Shared power to vote or direct vote: 1,340,032*

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 2,261,198*

 

* See Item 5(d) for further discussion.

 

(c) Mr. Murphy has not undertaken any transactions in the Shares during the past 60 days. The transactions in the Shares by Levin Easterly during the past 60 days are set forth in Schedule A and are incorporated herein by reference. 

 

I. LCS** 

 

(a) As of the close of business on August 15, 2019, LCS beneficially owned 1,115 Shares. 

 

Percentage: Less than 1%.

 

(b) 1. Sole power to vote or direct vote:  0 

 

2. Shared power to vote or direct vote: 1,115*

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 1,115*

 

* See Item 5(d) for further discussion.

**Amounts set forth above include only those Shares of the Issuer held in an account managed by Mr. Murphy for whom LCS acts as investment manager and do not include any other Shares of the Issuer beneficially owned by LCS for which Mr. Murphy does not have investment discretion or voting power.

 

(c) LCS has not undertaken any transactions in the Shares during the past 60 days.  

 

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

 

(d) Various separately managed accounts for whom Levin Easterly acts as investment manager have the right to receive dividends from, and the proceeds from the sale of 2,260,083 Shares. Dispositive power over such Shares is shared.  Voting power over such Shares is deemed shared between such managed accounts and Levin Easterly with respect to 1,338,917 Shares.  


14


One managed account managed by Mr. Murphy for whom LCS acts as investment manager has the right to receive dividends from, and the proceeds from the sale of 1,115 Shares. Dispositive power over such Shares is shared.  Voting power over such Shares is deemed shared between such managed account and LCS with respect to 1,115 Shares.

 

(e) Not applicable 


15


SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:  August 16, 2019

LEVIN EASTERLY PARTNERS LLC

 

 

 

 

 

By:

/s/ Darrell Crate  

 

Name: Darrell Crate 

 

Title: Chairman 

 

 

 

LE PARTNERS HOLDINGS LLC

 

 

 

 

 

By:

/s/ Darrell Crate  

 

Name: Darrell Crate 

 

Title: Managing Director 

 

 

 

LE PARTNERS HOLDINGS II LLC

 

 

 

 

 

By:

/s/ Darrell Crate  

 

Name: Darrell Crate 

 

Title: Managing Director 

 

 

 

LE PARTNERS HOLDINGS III LLC

 

 

 

 

 

By:

/s/ Darrell Crate  

 

Name: Darrell Crate 

 

Title: Managing Director 

 

 

 

LE PARTNERS HOLDINGS IV LLC

 

 

 

 

 

By:

/s/ Darrell Crate  

 

Name: Darrell Crate 

 

Title: Managing Director 

 

 

 

 

 

By:

/s/ Darrell Crate  

 

Name: Darrell Crate  

 

 

 

 

 

By:

/s/ Avshalom Kalichstein  

 

Name: Avshalom Kalichstein  

 

 

 

 


16


 

 

By:

/s/ John Murphy  

 

Name: John Murphy 

 

 

 

LEVIN CAPITAL STRATEGIES, LP

 

 

 

 

 

By:

/s/ John A. Levin  

 

Name: John A. Levin  

 

Title: Chief Executive Officer 


17


Schedule A

Transactions in the Shares During the Past Sixty Days

 

Date

Buy or Sell

Quantity

Price Per Share (before commission)

Reporting Person

June 17, 2019

Buy

2,892

$18.2230

Levin Easterly Partners LLC

June 19, 2019

Buy

94,497

$17.0210

Levin Easterly Partners LLC

June 30, 2019

Account Termination

171,280

N/A

Levin Easterly Partners LLC

June 30, 2019

Account Termination

2,906

N/A

Levin Easterly Partners LLC

July 19, 2019

Buy

1,078

$16.6017

Levin Easterly Partners LLC

July 23, 2019

Buy

449

$16.7000

Levin Easterly Partners LLC

July 31, 2019

Buy

9,342

$16.4686

Levin Easterly Partners LLC

August 5, 2019

Sale

2,415

$14.2026

Levin Easterly Partners LLC

August 5, 2019

Sale

3,205

$14.1565

Levin Easterly Partners LLC

August 5, 2019

Sale

323

$14.1620

Levin Easterly Partners LLC

August 5, 2019

Sale

583

$14.1934

Levin Easterly Partners LLC

August 5, 2019

Account Termination

71,791

N/A

Levin Easterly Partners LLC

August 6, 2019

Sale

500

$14.2000

Levin Easterly Partners LLC

August 8, 2019

Account Termination

154,218

N/A

Levin Easterly Partners LLC

August 15, 2019

Buy

3,002

$12.6485

Levin Easterly Partners LLC


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