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)
02/22/2021

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	02/22/2021		M		13,333	A	$0	6,898,201	D
Ordinary Shares	03/01/2021		M		10,000	A	$0	6,908,201	D
Ordinary Shares	03/01/2021		M		11,066	A	$0	6,919,267	D
Ordinary Shares	03/01/2021		M		456	A	$0	6,919,723	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	(1)	03/01/2021		M			456	(1)	(1)	Ordinary Shares	456	$0	1,452.2101(2)	D
Employee Stock Options (Right to Buy)	$26.52							(3)	02/20/2023	Ordinary Shares	32,200		32,200	D
Employee Stock Options (Right to Buy)	$28.89							(3)	04/30/2024	Ordinary Shares	64,400		64,400	D
Restricted Stock Unit	(4)							(5)	(5)	Ordinary Shares	10,000		10,000	D
Restricted Stock Unit	(4)							(6)	(6)	Ordinary Shares	20,000		20,000	D
Restricted Stock Units	(4)	03/01/2021		M			10,000	(7)	(7)	Ordinary Shares	10,000	$0	30,000	D
Restricted Stock Units	(4)	03/01/2021		A		60,217		(8)	(8)	Ordinary Shares	60,217	$0	60,217	D
Performance Stock Units	(9)	02/22/2021		M			13,333	(10)	(10)	Ordinary Shares	13,333	$0	13,335	D
Performance Stock Units	(9)	03/01/2021		D			6,800(11)	(12)	(12)	Ordinary Shares	6,800	$0	33,200	D
Performance Stock Units	(9)	03/01/2021		M			11,066	(12)	(12)	Ordinary Shares	11,066	$0	22,134	D
Performance Stock Units	(9)	03/01/2021		A		60,217		(13)	(13)	Ordinary Shares	60,217	$0	60,217	D

Explanation of Responses:

1. Each Dividend Equivalent Unit ("DEUs") represent 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.

2. A fractional share of DEUs on the RSUs vesting was paid in cash and 78.2284 DEUs were cancelled since performance criteria on underlying PSUs were met at 83%.

3. Stock Options are fully vested.

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

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

6. 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.

7. 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.

8. 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.

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

10. The PSUs were subject to meeting minimum performance criteria set by the compensation Committee of the Board of Directors of FDP, 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.

11. Since the performance criteria was met at 83%, 6,800 PSUs previously reported on Form 4 were cancelled.

12. 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.

13. 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.

Remarks:

	/s/ Marlene M. Gordon, Attorney-in-fact for Mohammad Abu-Ghazaleh	03/03/2021
	** Signature of Reporting Person	Date
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