SEC Form 4 · accession 0001209191-15-082481

FARMER BROTHERS CO · FARM

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Mark Joseph Nelson

Other

Period of report

Nov 25, 2015

Accepted (ET)

Nov 30, 2015 · 4:20 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
Common Stock, $1.00 par value	Nov 25, 2015	M	798	$13.62	A	7,782	D
Common Stock, $1.00 par value^F2	Nov 25, 2015	S	798	$29.6026	D	6,984	D
Common Stock, $1.00 par value	Nov 25, 2015	M	3,806	$21.33	A	10,790	D
Common Stock, $1.00 par value^F2	Nov 25, 2015	S	3,806	$29.6026	D	6,984	D
Common Stock, $1.00 par value	Nov 27, 2015	M	1,441	$21.33	A	8,425	D
Common Stock, $1.00 par value^F4	Nov 27, 2015	S	1,441	$29.6045	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 25, 2015	M	798	D	—	May 9, 2020	Common Stock	798	50,013	D
Stock option (right to buy)^F3	$21.33	Nov 25, 2015	M	3,806	D	—	Dec 12, 2020	Common Stock	3,806	46,207	D
Stock option (right to buy)^F3	$21.33	Nov 27, 2015	M	1,441	D	—	Dec 12, 2020	Common Stock	1,441	44,766	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.
F2Open market sale of shares from 11/25/2015 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 $29.60 to $29.62; 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.
F3Exercise of non-qualified stock option granted on December 12, 2013 under the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule based on the Company's achievement of performance targets whereby one-third of the total number of shares issuable under the option, or 6,265 shares, were exercisable on December 12, 2014 and two-thirds of the total number of shares issuable under the option, or 12,532 shares, have not vested and are not exercisable as of the transaction date of this report.
F4Open market sale of shares from 11/27/2015 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 $29.60 to $29.6650; 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.