Edgar Filing: FARMER BROTHERS CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HARDING MARK A

2. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [FARM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SR. V.P. OPERATIONS

(Last)

(First)

(Middle)

FARMER BROS.CO., 20333 SOUTH NORMANDIE AVE.

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2014

(Street)

TORRANCE, CA 90502

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1.00 Par Value	02/13/2014		M		9,537	A	$ 18.41	29,369	D
Common Stock, $1.00 Par Value	02/13/2014		M		12,138	A	$ 18.03	41,507	D
Common Stock, $1.00 Par Value	02/13/2014		M		20,000	A	$ 9.63	61,507	D
Common Stock, $1.00 Par Value	02/13/2014		M		20,000	A	$ 10.82	81,507	D
Common Stock, $1.00 Par Value	02/13/2014		S		61,675	D	$ 20.9163 ⁽¹⁾	19,832	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock option (right to buy)

$ 18.41

02/13/2014

9,537

⁽²⁾

12/10/2016

Common Stock

9,537

$ 0

88,433

Stock option (right to buy)

$ 18.03

02/13/2014

12,138

⁽³⁾

12/09/2017

Common Stock

12,138

$ 0

76,295

Stock option (right to buy)

$ 9.63

02/13/2014

20,000

⁽⁴⁾

05/19/2018

Common Stock

20,000

$ 0

56,295

Stock option (right to buy)

$ 10.82

02/13/2014

20,000

⁽⁵⁾

02/13/2019

Common Stock

20,000

$ 0

36,295

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HARDING MARK A FARMER BROS.CO. 20333 SOUTH NORMANDIE AVE. TORRANCE, CA 90502			SR. V.P. OPERATIONS

Signatures

/s/ Mark J. Nelson, Attorney-in-Fact for Mark A. Harding		02/18/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Open market sale of shares from 2/13/2014 stock option exercises, with a porton of the proceeds delivered to the issuer for payment of the exercise price of the options. This transaction was executed in multiple trades at prices ranging from $20.75 to $21.51; 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.
(2)	Exercise of non-qualified stock option granted on 12/10/2009 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 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 12/10/2010, 12/10/2011 and 12/10/2012.
(3)	Exercise of non-qualified stock option granted on 12/9/2010 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 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 12/9/2011, 12/9/2012 and 12/9/2013.
(4)	Exercise of non-qualified stock option granted on 5/19/2011 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. 100% of the total number of shares issuable under the option became exercisable on 5/19/2012.
(5)	Exercise of non-qualified stock option granted on 2/13/2012 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. 100% of the total number of shares issuable under the option became exercisable on 2/13/2013.

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