| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/20/2017 | 3. Issuer Name and Ticker or Trading Symbol FARMER BROTHERS CO [ FARM ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $1.00 par value | 428 | D | |
| Common stock, $1.00 par value | 1,632 | I | Held under Employee Stock Ownership Plan |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (1) | 02/27/2020 | Common Stock | 2,720 | 13.09 | D | |
| Stock Option (right to buy) | (1) | 12/12/2020 | Common Stock | 4,700 | 21.33 | D | |
| Stock Option (right to buy) | (2) | 02/09/2022 | Common Stock | 9,095 | 23.44 | D | |
| Stock Option (right to buy) | (3) | 12/03/2022 | Common Stock | 8,720 | 29.48 | D | |
| Stock Option (right to buy) | (4) | 11/10/2023 | Common Stock | 7,515 | 32.85 | D | |
| Explanation of Responses: |
| 1. These options have vested and are currently exercisable. |
| 2. Grant of non-qualified stock option under the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan ("Plan"); the stock option vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, commencing on February 9, 2016, based on the Company's achievement of a modified net income target for each fiscal year of the performance period, subject to catch-up vesting of previously unvested shares in a subsequent year within the three year period in which a cumulative modified net income target is achieved and the acceleration provisions of the Plan and stock option agreement, and subject to the participant's employment by the Company or service on the Board of Directors of the Company on the applicable vesting date. The performance target for the first and second tranches of this award were met and 6,063 options have vested and are exercisable. |
| 3. Grant of non-qualified stock option under the Plan; the stock option vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, commencing on December 3, 2016, based on the Company's achievement of a modified net income target for fiscal 2016 as approved by the Compensation Committee, subject to the acceleration provisions of the Plan and stock option agreement, and subject to the participant's employment by the Company or service on the Board of Directors of the Company on the applicable vesting date. The performance target for the first tranche of this award was met and 2,906 options have vested and are currently exercisable. |
| 4. Grant of non-qualified stock option under the Plan; the stock option vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, commencing on November 10, 2017, based on the Company's achievement of a modified net income target for fiscal 2017 ("2017 Target") as approved by the Compensation Committee, and the acceleration provisions of the Plan and stock option agreement, and subject to the participant's employment by the Company or service on the Board of Directors of the Company on the applicable vesting date. Twenty percent (20%) of the total number of shares subject to each stock option will be forfeited if the Company's actual modified net income for fiscal 2017 is lower than the FY 2017 Target. |
| Remarks: |
| /s/ Thomas J. Mattei, Jr., Attorney-In-Fact for Scott A. Siers | 03/01/2017 | |
| ** 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 5 (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. | ||
