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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 18.41 | 02/14/2014 | M | 3,035 | (3) | 12/10/2016 | Common Stock | 3,035 | $ 0 | 50,697 | D | ||||
Stpck Option (right to buy) | $ 18.03 | 02/14/2014 | M | 3,035 | (4) | 12/09/2017 | Common Stock | 3,035 | $ 0 | 47,662 | D | ||||
Stock Option (right to buy) | $ 7.32 | 02/14/2014 | M | 2,023 | (5) | 12/08/2018 | Common Stock | 2,023 | $ 0 | 45,639 | D | ||||
Stock Option (right to buy) | $ 6.96 | 02/14/2014 | M | 6,666 | (6) | 05/11/2019 | Common Stock | 6,666 | $ 0 | 38,973 | D | ||||
Stock Option (right to buy) | $ 11.81 | 02/14/2014 | M | 1,456 | (7) | 12/07/2019 | Common Stock | 1,456 | $ 0 | 37,517 | D | ||||
Stock Option (right to buy) | $ 11.81 | 02/18/2014 | M | 2,090 | (7) | 12/07/2019 | Common Stock | 2,090 | $ 0 | 35,427 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORTENSEN THOMAS W FARMER BROS. CO. 20333 S. NORMANDIE AVE. TORRANCE, CA 90502 |
SR. VICE PRES.OF ROUTE SALES |
/s/ Thomas J. Mattei, Jr., Attorney-In-Fact for Thomas W. Mortensen | 02/19/2014 | |
**Signature of Reporting Person | Date |
* | 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 2/14/2014 stock option exercises, with a portion 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 $20.98 to $21.00; 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) | Open market sale of shares from 2/18/2014 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the options. This transaction was executed in a single trade at a sale price of $20.98. The reporting person continues to meet the Company's stock ownership guidelines. |
(3) | 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. |
(4) | 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. |
(5) | Exercise of non-qualified stock option granted on 12/8/2011 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. The options vest 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 12/8/2012 and 12/8/2013. One-third of the total number of shares, or 1,012 shares, issuable under the option have not vested and are not exercisable as of the transaction date of this report. |
(6) | Exercise of non-qualified stock option granted on 5/11/2012 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 options vest pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable on 5/11/2013 and two-thirds of the total number of shares issuable under the option, or 13,334 shares, have not vested and are not exercisable as of the transaction date of this report. |
(7) | Exercise of non-qualified stock option granted on 12/7/2012 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 options vest pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option, or 3,546 shares, became exercisable on 12/7/2013 and two-thirds of the total number of shares issuable under the option, or 7,092 shares, have not vested and are not exercisable as of the transaction date of this report. |
Remarks: . |