SEC Form 4/A · accession 0000034563-17-000130
FARMER BROTHERS CO · FARM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock Units (PBRSUs)F1,F3,F2 | $31.70 | Nov 10, 2017 | A | 876 | A | — | Nov 10, 2024 | Common Stock | 876 | 876 | D |
| Stock Option (right to buy)F4,F6,F5 | $31.70 | Nov 10, 2017 | A | 2,665 | A | — | Nov 10, 2024 | Common Stock | 2,665 | 15,893 | D |
| Stock Option (right to buy)F6,F7 | $32.85 | Nov 10, 2017 | D | 750 | D | — | Nov 10, 2023 | Common Stock | 750 | 15,143 | D |
Explanation of responses
- F1Corrected number of PBRSUs granted.
- F2Grant of performance-based restricted stock units ("PBRSUs") under the Farmer Bros. Co. 2017 Long-Term Incentive Plan (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, 2017 through June 30, 2020. 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, depending on the extent to which Farmer Bros. Co. meets or exceeds certain financial performance goals measured over the full three-year performance period. The maximum number of PBRSUs that may vest at the end of the three-year performance period is 1,314 (150% of the target amount).
- F3Corrected number of PBRSUs beneficially owned after the reported transaction.
- F4Corrected number of shares issuable under the stock option granted.
- F5Grant of non-qualified stock option under 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, commencing on November 10, 2018, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.
- F6Corrected number of shares issuable under stock options beneficially owned after the reported transaction.
- F7Forfeiture of performance-based non-qualified stock options ("PNQs") granted to the Reporting Person on 11/10/2016 under the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan that were eligible to vest based on time and the achievement of certain financial performance objectives. Upon grant, the target vesting amount was reported in Table II of Form 4 filed with the SEC on 11/14/2016. On 11/10/2017, based on the Issuer's failure to achieve certain financial performance objectives over the applicable performance period, a total of 750 PNQs were forfeited. Of the remaining 3,006 PNQs subject to the award, as of 11/10/2017, 1,002 PNQs have vested and 2,004 PNQs remain eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, one half of the remaining PNQs are scheduled to vest on each of 11/10/2018 and 11/10/2019.
Remarks
This Form 4 is being amended to report the corrected number of PBRSUs and shares issuable under non-qualified stock option granted to the Reporting Person on November 10, 2017, the corrected maximum number of PBRSUs that may vest at the end of the performance period, and the corrected number of PBRSUs and shares issuable under stock options beneficially owned after the reported transactions. Due to a computational error, the original filing on November 14, 2017 reported an incorrect number of PBRSUs and shares issuable under non-qualified stock option granted, an incorrect maximum number of PBRSUs that may vest at the end of the performance period, and an incorrect number of PBRSUs and shares issuable under stock options beneficially owned after the reported transactions.