Farmer Bros. (FARM) Form 3 FARMER BROTHERS / Jennifer H Brown 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^*

Brown Jennifer H

(Last) (First) (Middle)

1912 FARMER BROTHERS DRIVE

(Street)

NORTHLAKE TX 76262

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP and General Counsel

5. 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 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	4,737	D
Common Stock (Restricted Stock Units 5-11-2020)	9,227(1)	D
Common Stock (Restricted Stock Units 12-9-2020)	17,401(2)	D
Common Stock	3,501	I	Held in the Company's 401(k) and ESOP Plans

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
Stock Option (right to buy)	(3)	11/10/2023	Common Stock	501	32.85	D
Stock Option (right to buy)	(4)	11/10/2024	Common Stock	1,294	31.7	D
Stock Option (right to buy)	(5)	11/12/2025	Common Stock	1,846	25.04	D
Stock Option (right to buy)	(6)	11/11/2026	Common Stock	9,920	15.94	D

Explanation of Responses:

1. Grant of 13,840 restricted stock under the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the "Plan"), granted on May 11, 2020 ("Grant Date"); the restricted vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares vest each year on the anniversary of the Grant Date ("Vesting Dates"), subject to continued employment with the Company through each Vesting Date and the acceleration provisions of the Plan and restricted stock grant agreement. As of the date of this form, one-third of the shares (4,613) are vested and included in the Common Stock outstanding.

2. Grant of restricted stock under the Plan, granted on December 9, 2020 ("Grant Date"); the restricted vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares vest each year on the anniversary of the Grant Date ("Vesting Dates"), subject to continued employment with the Company through each Vesting Date and the acceleration provisions of the Plan and restricted stock grant agreement.

3. The Stock Option is fully exercisable.

4. Grant of non-qualified stock option under the Plan on November 10, 2017; 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, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.

5. Grant of non-qualified stock option on November 12, 2018 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, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.

6. Grant of non-qualified stock option on November 11, 2019 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, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.

Remarks:

	Jennifer H. Brown	07/07/2021
	** 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 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).
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