LE Partners Form 3 FARMER BROTHERS / John W Murphy ownership change

SEC Form 3

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^*

Levin Easterly Partners LLC

(Last) (First) (Middle)

595 MADISON AVENUE

17TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2019

3. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [ FARM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)(2)	1,822,456	I	By: Managed Accounts of Levin Easterly Partners LLC(3)(4)
Common Stock(1)(2)	1,115	I	By: A Managed Account of Levin Capital Strategies, LP(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

Levin Easterly Partners LLC

(Last) (First) (Middle)

595 MADISON AVENUE

17TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LE Partners Holdings LLC

(Last) (First) (Middle)

138 CONANT STREET

(Street)

BEVERLY MA 01915

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LE Partners Holdings II LLC

(Last) (First) (Middle)

138 CONANT STREET

(Street)

BEVERLY MA 01915

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LE Partners Holdings III LLC

(Last) (First) (Middle)

138 CONANT STREET

(Street)

BEVERLY MA 01915

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LE Partners Holdings IV LLC

(Last) (First) (Middle)

138 CONANT STREET

(Street)

BEVERLY MA 01915

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Murphy John W

(Last) (First) (Middle)

595 MADISON AVENUE

17TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kalichstein Avshalom

(Last) (First) (Middle)

138 CONANT STREET

SUITE 500

(Street)

BEVERLY MA 01915

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRATE DARRELL W

(Last) (First) (Middle)

138 CONANT STREET

(Street)

BEVERLY MA 01915

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being jointly filed by Levin Easterly Partners LLC ("Levin Easterly"), LE Partners Holdings LLC ("LEPH"), LE Partners Holdings II LLC ("LEPH II"), LE Partners Holdings III LLC ("LEPH III"), LE Partners Holdings IV LLC ("LEPH IV"), Darrell Crate ("Mr. Crate"), Avshalom Kalichstein ("Mr. Kalichstein"), John Murphy ("Mr. Murphy"), and Levin Capital Strategies, LP ("LCS") (collectively, the "Reporting Persons").

2. The Reporting Persons are voluntarily filing this Form 3 as a result of acquiring over 10% of the Issuer's outstanding shares of Common Stock. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be construed as an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any of the securities reported herein under Section 16 or otherwise. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

3. Shares held in certain separately managed accounts (the "LEP Managed Accounts"). Levin Easterly, as the investment manager to the LEP Managed Accounts, may be deemed to beneficially own such shares. Levin Easterly does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the LEP Managed Accounts as Levin Easterly receives an asset-based management fee for serving as investment manager to the LEP Managed Accounts, except that with respect to 12,133 shares held in the LEP Managed Accounts, Levin Easterly receives a performance-based incentive fee. The performance-based incentive fee Levin Easterly receives also does not constitute a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act, as such fee is based on the performance of the overall account, over a period of one year or more, and the shares of the Issuer held in such accounts constitute nor more than 10% of the market value thereof.

4. For the reasons set forth above in footnote 3, none of LEPH, LEPH II, LEPH III, LEPH IV, Mr. Crate, Mr. Kalichstein and Mr. Murphy have a reportable pecuniary interest in the shares held in the LEP Managed Accounts.

5. Shares held in a certain separately managed account (the "LCS Managed Account"). LCS, as the investment manager to the LCS Managed Account, may be deemed to beneficially own such shares. LCS does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the LCS Managed Account as LCS receives an asset-based management fee for serving as investment manager to the LCS Managed Account.

6. For the reasons set forth above in footnote 5, Mr. Murphy does not have a reportable pecuniary interest in the shares held in the LCS Managed Account.

	Levin Easterly Partners; By: /s/ Darrell Crate, Chairman	04/10/2019
	LE Partners Holdings LLC; By: /s/ Darrell Crate, Managing Director	04/10/2019
	LE Partners Holdings II LLC; By: /s/ Darrell Crate, Managing Director	04/10/2019
	LE Partners Holdings III LLC; By: /s/ Darrell Crate, Managing Director	04/10/2019
	LE Partners Holdings IV LLC; By: /s/ Darrell Crate, Managing Director	04/10/2019
	/s/ Darrell Crate	04/10/2019
	/s/ Avshalom Kalichstein	04/10/2019
	/s/ John Murphy	04/10/2019
	Levin Capital Strategies, LP; By: /s/ John A. Levin, Chief Executive Officer	04/10/2019
	** Signature of Reporting Person	Date
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