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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 | ||||||||
| Performance-Based Restricted Stock Units (PBRSUs) | $ 31.7 | 11/10/2017 | A | 2,954 (1) | (2) | 11/10/2024 | Common Stock | 2,954 (1) | $ 0 | 2,954 (3) | D | ||||
| Stock Option (right to buy) | $ 31.7 | 11/10/2017 | A | 8,995 (4) | (5) | 11/10/2024 | Common Stock | 8,995 (4) | $ 0 | 38,244 (6) | D | ||||
| Stock Option (right to buy) | $ 32.85 | 11/10/2017 | D | 1,953 | (7) | 11/10/2023 | Common Stock | 1,953 | $ 0 | 36,291 (6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MATTEI THOMAS J JR FARMER BROS. CO. 1912 FARMER BROTHERS DRIVE NORTHLAKE, TX 76262 |
GEN COUNSEL, ASST. SECRETARY | |||
| /s/ Thomas J. Mattei, Jr. | 12/04/2017 | |
| **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) | Corrected number of PBRSUs granted. |
| (2) | Grant of performance-based restricted stock units ("PBRSUs") under the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the "Plan"). The target number of PBRSUs is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the PBRSUs are scheduled to vest based on achievement of certain financial performance goals for the performance period July 1, 2017 through June 30, 2020. At the end of the three-year performance period, the number of PBRSUs that actually vest will be 0% to 150% of the target amount, depending on the extent to which Farmer Bros. Co. meets or exceeds certain financial performance goals measured over the full three-year performance period. The maximum number of PBRSUs that may vest at the end of the three-year performance period is 4,431 (150% of the target amount). |
| (3) | Corrected number of PBRSUs beneficially owned after the reported transaction. |
| (4) | Corrected number of shares issuable under the stock option granted. |
| (5) | Grant 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, 2018, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances. |
| (6) | Corrected number of shares issuable under stock options beneficially owned after the reported transaction. |
| (7) | Forfeiture of performance-based non-qualified stock options ("PNQs") granted to the Reporting Person on 11/10/2016 under the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan that were eligible to vest based on time and the achievement of certain financial performance objectives. Upon grant, the target vesting amount was reported in Table II of Form 4 filed with the SEC on 11/14/2016. On 11/10/2017, based on the Issuer's failure to achieve certain financial performance objectives over the applicable performance period, a total of 1,953 PNQs were forfeited. Of the remaining 7,815 PNQs subject to the award, as of 11/10/2017, 2,605 PNQs have vested and 5,210 PNQs remain eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, one half of the remaining PNQs are scheduled to vest on each of 11/10/2018 and 11/10/2019. |
| Remarks: This Form 4 is being amended to report the corrected number of PBRSUs and shares issuable under non-qualified stock option granted to the Reporting Person on November 10, 2017, the corrected maximum number of PBRSUs that may vest at the end of the performance period, and the corrected number of PBRSUs and shares issuable under stock options beneficially owned after the reported transactions. Due to a computational error, the original filing on November 14, 2017 reported an incorrect number of PBRSUs and shares issuable under non-qualified stock option granted, an incorrect maximum number of PBRSUs that may vest at the end of the performance period, and an incorrect number of PBRSUs and shares issuable under stock options beneficially owned after the reported transactions. | |