SEC Form 4 · accession 0000899243-18-001596

FARMER BROTHERS CO · FARM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Reflects the transactions described in footnote (2), below, which were effected pursuant to court order and completed on January 5, 2018, in connection with that certain Settlement Agreement and Mutual Release, effective November 21, 2017, by and among the reporting person, Richard Farmer, Jeanne Grossman, Jonathan M. Waite, Brett Matthew Grossman, Scott Michael Grossman and Brynn Grossman (the "Settlement Agreement") related to a number of family trusts for which the reporting person was (and in certain cases continues to be) the trustee or co-trustee and had (or continues to have) sole or shared voting and dispositive power over the shares.
• F2The transactions referenced in footnote (1), above, include: (a) Richard Farmer's resignation as co-trustee from certain of the family trusts of which the reporting person or Jeanne Grossman also served as co-trustee, upon which either the reporting person or Jeanne Grossman became sole trustee, as applicable, (b) the reporting person's resignation as co-trustee from certain other family trusts of which Richard Farmer or Jeanne Grossman also served as co-trustee, upon which either Richard Farmer or Jeanne Grossman became sole trustee, as applicable, and (c) the division of the assets of certain other family trusts of which the reporting person was co-trustee (collectively, the "GAP Trusts"), including the shares of Common Stock held by the GAP Trusts (collectively, the "Distributed Shares"), into three separate and equal parts, the distribution of such shares to each of the reporting person, Richard Farmer and Jeanne Grossman, and the subsequent dissolution of the GAP Trusts.
• F3Reflects the following transactions in connection with the Settlement Agreement: (a) the reporting person's resignation as co-trustee with respect to certain family trusts, resulting in the reporting person no longer having beneficial ownership of 979,280 shares held by such trusts, and (b) the distribution in three equal parts of the Distributed Shares, resulting in the reporting person no longer having beneficial ownership of two-thirds of the Distributed Shares, or 462,373 shares, previously held by the GAP Trusts.
• F4The various share transfers effected in connection with the Settlement Agreement were made for no consideration.
• F5Represents the one-third of the Distributed Shares that were distributed from the GAP trusts and subsequently transferred to the Carol L. Waite Trust. The number of shares of Common Stock beneficially owned indirectly by the reporting person did not change as the result of this transfer.
• F6Following the consummation of the transactions contemplated by the Settlement Agreement, the reporting person serves as the co-trustee of each of the Farmer Insurance Trust and 1984 Jonathan Michael Waite Trust, and as sole trustee of the Carol L. Waite Trust, 1964 Carol Lynn Farmer Waite Trust, 1969 Carol Lynn Farmer Waite Trust, 1972 Carol Lynn Farmer Waite Trust, 1987 Roy F Farmer Trust I, 1988 Roy F Farmer Trust I, and 2012 Grossman Irrevocable Trust (collectively, the "Carol Waite Trusts") and has sole or shared voting and dispositive power over the shares of Common Stock held by the Carol Waite Trusts.
• F7At the option of the reporting person, the entire amount of the shares of Common Stock held by the Carol Waite Trusts is being reported. The reporting person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.