SEC Form 4 · accession 0001209191-15-079683
FARMER BROTHERS CO · FARM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Joseph Nelson
Other
Period of report
Nov 10, 2015
Accepted (ET)
Nov 12, 2015 · 4:15 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 valueF2 | Nov 10, 2015 | M | 5,584 | $13.62 | A | 12,568 | D | |
| Common Stock $1.00 par valueF3,F2 | Nov 10, 2015 | S | 5,584 | $29.5417 | D | 6,984 | D | |
| Common Stock $1.00 par valueF2 | Nov 11, 2015 | M | 2,000 | $13.62 | A | 8,984 | D | |
| Common Stock $1.00 par valueF4,F2 | Nov 11, 2015 | S | 2,000 | $29.57 | D | 6,984 | 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)F1 | $13.62 | Nov 10, 2015 | M | 5,584 | D | — | May 9, 2020 | Common Stock | 5,584 | 64,059 | D |
| Stock Option (right to buy)F1 | $13.62 | Nov 11, 2015 | M | 2,000 | D | — | May 9, 2020 | Common Stock | 2,000 | 62,059 | D |
Explanation of responses
- F1Exercise of non-qualified stock option granted on May 9, 2013 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule whereby two-thirds of the total number of shares issuable under the option, or 19,630 shares, were exercisable on May 9, 2015 and one-third of the total number of shares issuable under the option, or 9,816 shares, have not vested and are not exercisable as of the transaction date of this report.
- F2Includes a total of 1,037 shares (including 522 shares in fiscal 2015) allocated as of the reporting date to the reporting person pursuant to the Farmer Bros. Co. Employee Stock Ownership Plan.
- F3Open market sale of shares from 11/10/2015 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the option. This transaction was executed in multiple trades at prices ranging from $29.50 to $29.59; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
- F4Open market sale of shares from 11/11/2015 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the option. This transaction was executed in multiple trades at prices ranging from $29.56 to $29.58; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.