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 |
| |||||||||||||||
| 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*
(Street)
| 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)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 05/24/2021 | S | 15,754 | D | $34.7(1) | 6,879,607 | D | |||
| Ordinary Shares | 05/25/2021 | S | 1,328 | D | $34.59(2) | 6,878,279 | 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 | 2,206.9064 | 2,206.9064 | 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 Unit | (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 Units | (5) | (8) | (8) | Ordinary Shares | 30,000 | 30,000 | D | ||||||||
| Restricted Stock Units | (5) | (9) | (9) | Ordinary Shares | 60,217 | 60,217 | D | ||||||||
| Performance Stock Units | (10) | (11) | (11) | Ordinary Shares | 13,335 | 13,335 | D | ||||||||
| Performance Stock Units | (10) | (12) | (12) | Ordinary Shares | 22,134 | 22,134 | D | ||||||||
| Performance Stock Units | (10) | (13) | (13) | Ordinary Shares | 60,217 | 60,217 | D | ||||||||
| Explanation of Responses: |
| 1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $34.50 to $34.96 per share. 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. |
| 2. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $34.50 to $34.69 per share. 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") 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. |
| 4. Stock Options are fully vested. |
| 5. The RSUs convert to Ordinary Shares on a one-for-one basis. |
| 6. RSUs were awarded on 2/21/18 and vest in five equal installments over four years. The remaining vesting will occur on 2/21/22. |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| 10. The PSUs convert to Ordinary Shares on a one-for-one basis. |
| 11. 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. |
| 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 | 05/26/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||