Fresh Del Monte Produce (FDP) Form 4 FRESH DEL MONTE PRODUCE / Annunciata Cerioli 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^*

Cerioli Annunciata

(Last) (First) (Middle)

C/O FRESH DEL MONTE PRODUCE INC.

PO 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Operations for NA

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

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	03/01/2021		M		612	A	$0	1,906	D
Ordinary Shares	03/01/2021		M		7	A	$0	1,913	D
Ordinary Shares	03/01/2021		S(1)		147	D	$25.81	1,766	D

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	(2)	03/01/2021		M			7	(2)	(2)	Ordinary Shares	7	$0	111.452(3)	D
Restricted Stock Units	(4)							(5)	(5)	Ordinary Shares	800		800	D
Restricted Stock Units	(4)	03/01/2021		M			612	(6)	(6)	Ordinary Shares	612	$0	1,839	D
Restricted Stock Units	(4)	03/01/2021		A		5,827		(7)	(7)	Ordinary Shares	5,827	$0	5,827	D
Performance Stock Units	(8)							(9)	(9)	Ordinary Shares	3,000		3,000	D
Performance Stock Units	(8)	03/01/2021		D			520(10)	(11)	(11)	Ordinary Shares	520	$0	2,543	D
Performance Stock Units	(8)	03/01/2021		A		5,827		(12)	(12)	Ordinary Shares	5,827	$0	5,827	D

Explanation of Responses:

1. Reflects shares sold for taxes payable upon the vesting of Restricted Stock Units ("RSUs").

2. 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 RSUs and/or Performance Stock Units ("PSUs") to which they relate.

3. A fractional share of DEUs on the RSUs vesting was paid in cash and 5.9838 DEUs were cancelled since performance criteria on underlying PSUs were met at 83%.

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

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

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

7. The RSUs were awarded on 3/1/2021 and vest in three equal installments over three years. The vestings will occur on each 3/1/2022, 3/1/2023 and 3/1/2024.

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

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

10. Since the performance criteria was met at 83%, 520 PSUs previously reported on Form 4 were cancelled.

11. The PSUs were awarded on 3/2/2020 subject to meeting minimum performance criteria, which was met at 83%. 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.

12. The PSUs were awarded on 3/1/2021 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 3/1/2022, 3/1/2023 and 3/1/2024. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

Remarks:

	/s/ Marlene M. Gordon, Attorney-in-fact for Annunciata Cerioli	03/03/2021
	** 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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