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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 25.04 | 11/12/2018 | A | 13,239 | (1) | 11/12/2025 | Common Stock | 13,239 | $ 0 | 13,239 (2) | D | ||||
Performance-Based Restricted Stock Units (PBRSUs) | $ 0 | 11/12/2018 | A | 4,113 | (3) | (3) | Common Stock | 4,113 | $ 0 | 4,113 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MATTEI THOMAS J JR FARMER BROS. CO. 1912 FARMER BROTHERS DRIVE NORTHLAKE, TX 76262 |
CHIEF LEGAL OFFICER, SECRETARY |
/s/ Thomas J. Mattei, Jr. | 11/14/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Grant of non-qualified stock option under the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the "Plan"); the stock option vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances. |
(2) | Represents only the stock options granted on the Transaction Date and does not include stock options with different prices and/or vesting terms. |
(3) | Grant of performance-based restricted stock units ("PBRSUs") under the Plan. The target number of PBRSUs is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the PBRSUs are scheduled to vest based on achievement of certain financial performance goals for the performance period July 1, 2018 through June 30, 2021. At the end of the three-year performance period, the number of PBRSUs that actually vest will be 0% to 150% of the target amount set forth in Table II, Item 5, depending on the extent to which Farmer Bros. Co. meets or exceeds certain financial performance goals measured over the full three-year performance period. |