SEC Form 4 · accession 0000034563-18-000065
FARMER BROTHERS CO · FARM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael H Keown
Officer — PRESIDENT, CEO · Director
Period of report
Nov 12, 2018
Accepted (ET)
Nov 14, 2018 · 7:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000034563
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2,F1 | $25.04 | Nov 12, 2018 | A | 39,233 | A | — | Nov 12, 2025 | Common Stock | 39,233 | 39,233 | D |
| Performance-Based Restricted Stock Units (PBRSUs)F3 | $0.00 | Nov 12, 2018 | A | 12,190 | A | — | — | Common Stock | 12,190 | 12,190 | D |
Explanation of responses
- F1Grant 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.
- F2Represents only the stock options granted on the Transaction Date and does not include stock options with different prices and/or vesting terms.
- F3Grant 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.