SEC Form 4 · accession 0001209191-15-082874
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 30, 2015
Accepted (ET)
Dec 2, 2015 · 4:23 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 value | Nov 30, 2015 | M | 1,318 | $21.33 | A | 8,302 | D | |
| Common Stock, $1.00 par valueF2,F3 | Nov 30, 2015 | S | 1,318 | $29.671 | 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)F3,F1 | $21.33 | Nov 30, 2015 | M | 1,318 | D | — | Dec 12, 2020 | Common Stock | 1,318 | 43,748 | D |
Explanation of responses
- F1Exercise 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.
- F2Open market sale of shares from 11/30/2015 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 $29.47 to $30.01; 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.
- F3The reporting person resigned from his employment with the Company effective 11-30-2015. Under the terms of the applicable award agreements, effective upon the reporting person's resignation from employment, (i) all then unvested stock options will be cancelled; and (ii) all then remaining restricted stock will be immediately forfeited.