SEC Form 4 · accession 0001209191-15-012272
FARMER BROTHERS CO · FARM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Mattei Jr.
Officer — GENERAL COUNSEL
Period of report
Feb 9, 2015
Accepted (ET)
Feb 11, 2015 · 7:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000034563
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock $1.00 par valueF1 | Feb 9, 2015 | P | 300 | $25.00 | A | 1,215 | D |
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 | $23.44 | Feb 9, 2015 | A | 4,281 | A | — | Feb 9, 2022 | Common Stock | 4,281 | 10,761 | D |
Explanation of responses
- F1Open market purchase. This transaction was executed in multiple trades at a price of $25.00. The price reported above is the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request by the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F2Grant of non-qualified stock option under the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan ("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 February 9, 2016, based on the Company's achievement of a modified net income target for each fiscal year of the performance period as approved by the Compensation Committee, subject to catch-up vesting of previously unvested shares in a subsequent year within the three year period in which a cumulative modified net income target as approved by the Compensation Committee is achieved and the acceleration provisions of the Plan and stock option agreement, and subject to the participant's employment by the Company or service on the Board of Directors of the Company on the applicable vesting date.