SEC Form 4 · accession 0001209191-17-020267
FARMER BROTHERS CO · FARM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael H Keown
Officer — President, CEO · Director
Period of report
Mar 10, 2017
Accepted (ET)
Mar 13, 2017 · 5:51 pm EDT
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 | Mar 10, 2017 | M | 12,000 | $6.96 | A | 59,242 | D | |
| Common Stock, $1.00 par valueF3 | Mar 10, 2017 | S | 12,000 | $31.6579 | D | 47,242 | 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 | $6.96 | Mar 10, 2017 | M | 12,000 | D | — | May 11, 2019 | Common Stock | 12,000 | 276,663 | D |
Explanation of responses
- F1Exercise of non-qualified stock option granted on May 11, 2012 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 option vested pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 5/11/2013, 5/11/2014 and 5/11/2015.
- F2This sale was made pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
- F3Open market sale of shares from 3/10/2017 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 $31.35 to $32.175; 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. The reporting person continues to meet the Company's stock ownership guidelines.
Remarks
Ex 24 Limited Power of Attorney attached.