Fresh Del Monte Produce (FDP) Form 4 FRESH DEL MONTE PRODUCE / MOHAMMAD ABU-GHAZALEH ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ABU-GHAZALEH MOHAMMAD

(Last) (First) (Middle)

C/O FRESH DEL MONTE PRODUCE INC.

P.O. BOX 149222

(Street)

CORAL GABLES FL 33114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRESH DEL MONTE PRODUCE INC [ FDP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2020

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	09/10/2020		S(1)		16,890	D	$24.1391(2)	6,883,180	D
Ordinary Shares	09/11/2020		S(1)		5,002	D	$24.0537(2)	6,878,178	D
Ordinary Shares								20,000	I	Held by Spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Units	(3)							(3)	(3)	Ordinary Shares	2,250.0859		2,250.0859	D
Employee Stock Options (Right to Buy)	$26.52							(4)	02/20/2023	Ordinary Shares	32,200		32,200	D
Employee Stock Options (Right to Buy)	$28.89							(4)	04/30/2024	Ordinary Shares	64,400		64,400	D
Restricted Stock Units	(5)							(6)	(6)	Ordinary Shares	10,000		10,000	D
Restricted Stock Unit	(5)							(7)	(7)	Ordinary Shares	20,000		20,000	D
Restricted Stock Unit	(5)							(8)	(8)	Ordinary Shares	30,000		30,000	D
Restricted Stock Units	(5)							(9)	(9)	Ordinary Shares	40,000		40,000	D
Performance Stock Units	(10)							(11)	(11)	Ordinary Shares	26,668		26,668	D
Performance Stock Units	(10)							03/01/2021(12)	(12)	Ordinary Shares	40,000		40,000	D

Explanation of Responses:

1. The sales occurred pursuant to an existing Rule 10b5-1 plan adopted by the Reporting Person.

2. Represents the weighted average price of the shares sold. The Reporting Person upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

3. Each Dividend Equivalent Unit ("DEUs") represents a contingent right to receive one ordinary share of FDP. DEUs are subject to the same restrictions and vesting and/or performance criteria based on the underlying Restricted Stock Units ("RSUs") and/or Performance Stock Units ("PSUs") to which they relate.

4. Stock Options are fully vested.

5. The RSUs convert to Ordinary Shares on a one-for-one basis.

6. RSUs were awarded on 2/22/2017 and vest in five equal annual installments over four years of which one is remaining on 2/22/2021.

7. RSUs were awarded on 2/21/18 and vest in five equal installments over four years. The remaining vestings will occur on 2/21/21 and 2/21/22.

8. RSUs were awarded on 2/20/19 and vest in five equal installments over four years. The remaining vestings will occur on 2/20/21, 2/20/22 and 2/20/23.

9. RSUs were awarded on 3/2/2020 and vest in five equal installments over four years. The remaining vestings will occur on 3/1/2021, 3/1/2022, 3/1/2023 and 3/1/2024.

10. The PSUs convert to Ordinary Shares on a one-for-one basis.

11. The PSUs were awarded on 2/20/2019 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/20/2020, 2/20/2021 and 2/20/2022. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

12. The PSUs were awarded on 3/2/2020 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 3/1/2021, 3/1/2022 and 3/1/2023. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

Remarks:

	/s/ Marlene M. Gordon, Attorney-in-fact for Mohammad Abu-Ghazaleh	09/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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