LE Partners Holdings IV Form 4 FARMER BROTHERS / John W Murphy 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^*

Levin Easterly Partners LLC

(Last) (First) (Middle)

595 MADISON AVENUE

17TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2019

4. 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 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
Common Stock(1)(2)	05/28/2019		P		902	A	$18.475(7)	2,555,714	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 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

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^*

Crate Darrell W

(Last) (First) (Middle)

138 CONANT STREET

(Street)

BEVERLY MA 01915

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kalichstein Avshalom

(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^*

LEVIN CAPITAL STRATEGIES, L.P.

(Last) (First) (Middle)

595 MADISON AVENUE

17TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 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 4 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 44,366 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. Amount includes only those Shares of the Issuer held in an account managed by Mr. Murphy for whom LCS acts as investment manager and does not include any other Shares of the Issuer beneficially owned by LCS for which Mr. Murphy does not have investment discretion or voting power.

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.

7. The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $18.46 and $18.53. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7.

	Levin Easterly Partners LLC; By: /s/ Darrell Crate, Chairman	05/30/2019
	LE Partners Holdings LLC; By: /s/ Darrell Crate, Managing Director	05/30/2019
	LE Partners Holdings II LLC; By: /s/ Darrell Crate, Managing Director	05/30/2019
	LE Partners Holdings III LLC; By: /s/ Darrell Crate, Managing Director	05/30/2019
	LE Partners Holdings IV LLC; By: /s/ Darrell Crate, Managing Director	05/30/2019
	/s/ Darrell Crate	05/30/2019
	/s/ Avshalom Kalichstein	05/30/2019
	/s/ John Murphy	05/30/2019
	Levin Capital Strategies, LP; By: /s/ John A. Levin, Chief Executive Officer	05/30/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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