SEC Form 3 · accession 0001209191-17-016152
FARMER BROTHERS CO · FARM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A Siers
Officer — SENIOR VP & GM-DIRECT SHIP
Period of report
Feb 20, 2017
Accepted (ET)
Mar 1, 2017 · 7:08 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 | holding | — | — | — | 428 | D | ||
| Common stock, $1.00 par value | holding | — | — | — | 1,632 | I | Held under Employee Stock Ownership Plan |
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 | $13.09 | holding | — | — | — | — | Feb 27, 2020 | Common Stock | 2,720 | — | D |
| Stock Option (right to buy)F1 | $21.33 | holding | — | — | — | — | Dec 12, 2020 | Common Stock | 4,700 | — | D |
| Stock Option (right to buy)F2 | $23.44 | holding | — | — | — | — | Feb 9, 2022 | Common Stock | 9,095 | — | D |
| Stock Option (right to buy)F3 | $29.48 | holding | — | — | — | — | Dec 3, 2022 | Common Stock | 8,720 | — | D |
| Stock Option (right to buy)F4 | $32.85 | holding | — | — | — | — | Nov 10, 2023 | Common Stock | 7,515 | — | D |
Explanation of responses
- F1These options have vested and are currently exercisable.
- F2Grant of non-qualified stock option under the Farmer Bros. Co. Amended and Restated 2017 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, 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 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. The performance target for the first and second tranches of this award were met and 6,063 options have vested and are exercisable.
- F3Grant of non-qualified stock option under the 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 December 3, 2016, based on the Company's achievement of a modified net income target for fiscal 2016 as approved by the Compensation Committee, subject to 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. The performance target for the first tranche of this award was met and 2,906 options have vested and are currently exercisable.
- F4Grant of non-qualified stock option under the 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 November 10, 2017, based on the Company's achievement of a modified net income target for fiscal 2017 ("2017 Target") as approved by the Compensation Committee, 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. Twenty percent (20%) of the total number of shares subject to each stock option will be forfeited if the Company's actual modified net income for fiscal 2017 is lower than the FY 2017 Target.