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.

241 SEVILLA AVENUE

(Street)

CORAL GABLES FL 33134

(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)
03/29/2024

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								7,028,997	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)	03/29/2024		A		2,070.0162(2)		(1)	(1)	Ordinary Shares	2,070.0162	$0	3,680.811	D
Employee Stock Options (Right to Buy)	$28.89							(3)	04/30/2024	Ordinary Shares	64,400		64,400	D
Restricted Stock Units	(4)							(5)	(5)	Ordinary Shares	15,155		15,155	D
Performance Stock Units	(6)							(7)	(7)	Ordinary Shares	33,634.713		33,634.713	D
Performance Stock Units	(6)							(8)	(8)	Ordinary Shares	164,136		164,136	D

Explanation of Responses:

1. Each Dividend Equivalent Unit (DEU) 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.

2. Reflects DEUs received by the Reporting Person as a result of dividend equivalents accrued with respect to outstanding RSUs and/or PSUs granted to the Reporting Person. Dividend equivalents are accrued at the same rate and at the same time as dividends are paid to Ordinary Shareholders. Dividend equivalents on RSUs and/or PSUs are subject to the same restrictions and vesting conditions as the underlying RSUs and/or PSUs.

3. These options are fully vested and exercisable.

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

5. The RSUs were awarded on 3/2/2023 and vest in three equal installments over three years. The remaining vestings will occur on 3/2/2025 and 3/2/2026.

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

7. The PSUs were awarded on 7/6/2022 and subject to meeting minimum performance criteria which was met at 97.3%. The PSUs vest in three equal annual installments. The remaining vesting will occur on 3/2/2025.

8. The PSUs were awarded on 3/1/2024 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 3/1/2025, 3/1/2026 and 3/1/2027.

Remarks:

	/s/ Effie D. Silva, Attorney-in-Fact for Mohammad Abu-Ghazaleh	04/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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