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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [ FARM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2012 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(1) | 217,790 | D | $0 | 6,413,118 | I | See Footnote 1(1) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(2) | 217,790 | A | $0 | 6,413,118 | I | See Footnote 2(2) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(3) | 217,790 | D | $0 | 6,413,118 | I | See Footnote 3(3) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(4) | 217,790 | A | $0 | 6,413,118 | I | See Footnote 4(4) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(5) | 217,789 | D | $0 | 6,413,118 | I | See Footnote 5(5) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(6) | 217,789 | A | $0 | 6,413,118 | I | See Footnote 6(6) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(7) | 250,205 | D | $0 | 6,413,118 | I | See Footnote 7(7) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(8) | 250,205 | A | $0 | 6,413,118 | I | See Footnote 8(8) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(9) | 250,205 | D | $0 | 6,413,118 | I | See Footnote 9(9) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(10) | 250,205 | A | $0 | 6,413,118 | I | See Footnote 10(10) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(11) | 250,205 | D | $0 | 6,413,118 | I | See Footnote 11(11) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(12) | 250,205 | A | $0 | 6,413,118 | I | See Footnote 12(12) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(13) | 417,986 | D | $0 | 6,413,118 | I | See Footnote 13(13) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(14) | 417,986 | A | $0 | 6,413,118 | I | See Footnote 14(14) | ||
Farmer Bros. Co. Common Stock | 12/27/2012 | J(15) | 340,000 | D | $0 | 6,073,118 | I | See Footnote 15(15) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On December 27, 2012, a trust for which Carol Farmer Waite and Jeanne Farmer Grossman are the co-trustees distributed 217,790 shares of Farmer Brothers Co. common stock held by it to a separate trust for which Ms. Waite serves as the trustee. No shares were purchased or sold. |
2. In connection with the distribution described in Note 1 above, 217,790 shares of Farmer Brothers Co. common stock held by a trust were distributed to a separate trust for which Carol Farmer Waite serves as the trustee. The shares held by such trust are beneficially owned by Ms. Waite. At the option of the Reporting Persons, the entire amount of the trust's interest in the shares is being reported. Ms. Waite disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. No shares were purchased or sold. |
3. On December 27, 2012, a trust for which Carol Farmer Waite and Jeanne Farmer Grossman are the co-trustees distributed 217,790 shares of Farmer Brothers Co. common stock held by it to a separate trust for which Ms. Grossman serves as the trustee. No shares were purchased or sold. |
4. In connection with the distribution described in Note 3 above, 217,790 shares of Farmer Brothers Co. common stock held by a trust were distributed to a separate trust for which Jeanne Farmer Grossman serves as the trustee. The shares held by such trust are beneficially owned by Ms. Grossman. At the option of the Reporting Persons, the entire amount of the trust's interest in the shares is being reported. Ms. Grossman disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. No shares were purchased or sold. |
5. On December 27, 2012, a trust for which Carol Farmer Waite and Jeanne Farmer Grossman are the co-trustees distributed 217,789 shares of Farmer Brothers Co. common stock held by it to a separate trust for which Richard F. Farmer serves as the trustee. No shares were purchased or sold. |
6. In connection with the distribution described in Note 5 above, 217,789 shares of Farmer Brothers Co. common stock held by a trust were distributed to a separate trust for which Richard F. Farmer serves as the trustee. The shares held by such trust are beneficially owned by Mr. Farmer. At the option of the Reporting Persons, the entire amount of the trust's interest in the shares is being reported. Mr. Farmer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. No shares were purchased or sold. |
7. On December 27, 2012, a trust for which Carol Farmer Waite and Jeanne Farmer Grossman are the co-trustees distributed 250,205 shares of Farmer Brothers Co. common stock held by it to a separate trust for which Ms. Waite serves as the trustee. No shares were purchased or sold. |
8. In connection with the distribution described in Note 7 above, 250,205 shares of Farmer Brothers Co. common stock held by a trust were distributed to a separate trust for which Carol Farmer Waite serves as the trustee. The shares held by such trust are beneficially owned by Ms. Waite. At the option of the Reporting Persons, the entire amount of the trust's interest in the shares is being reported. Ms. Waite disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. No shares were purchased or sold. |
9. On December 27, 2012, a trust for which Carol Farmer Waite and Jeanne Farmer Grossman are the co-trustees distributed 250,205 shares of Farmer Brothers Co. common stock held by it to a separate trust for which Ms. Grossman serves as the trustee. No shares were purchased or sold. |
10. In connection with the distribution described in Note 9 above, 250,205 shares of Farmer Brothers Co. common stock held by a trust were distributed to a separate trust for which Jeanne Farmer Grossman serves as the trustee. The shares held by such trust are beneficially owned by Ms. Grossman. At the option of the Reporting Persons, the entire amount of the trust's interest in the shares is being reported. Ms. Grossman disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. No shares were purchased or sold. |
11. On December 27, 2012, a trust for which Carol Farmer Waite and Jeanne Farmer Grossman are the co-trustees distributed 250,205 shares of Farmer Brothers Co. common stock held by it to a separate trust for which Richard F. Farmer serves as the trustee. No shares were purchased or sold. |
12. In connection with the distribution described in Note 11 above, 250,205 shares of Farmer Brothers Co. common stock held by a trust were distributed to a separate trust for which Richard F. Farmer serves as the trustee. The shares held by such trust are beneficially owned by Mr. Farmer. At the option of the Reporting Persons, the entire amount of the trust's interest in the shares is being reported. Mr. Farmer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. No shares were purchased or sold. |
13. On December 27, 2012, a trust for which Jeanne Farmer Grossman is the trustee distributed 417,986 shares of Farmer Brothers Co. common stock held by it to a separate trust for which Carol Farmer Waite serves as the trustee. No shares were purchased or sold. |
14. In connection with the distribution described in Note 13 above, 417,986 shares of Farmer Brothers Co. common stock held by a trust were distributed to a separate trust for which Carol Farmer Waite serves as the trustee. The shares held by such trust are beneficially owned by Ms. Waite. At the option of the Reporting Persons, the entire amount of the trust's interest in the shares is being reported. Ms. Waite disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. No shares were purchased or sold. |
15. On December 27, 2012, a trust for which Carol Farmer Waite is the trustee distributed 340,000 shares of Farmer Brothers Co. common stock held by it to a separate trust as to which a non-reporting person is the sole trustee and beneficiary. No shares were purchased or sold. |
/s/ Carol Farmer Waite | 12/28/2012 | |
/s/ Carol Farmer Waite, Attorney-In-Fact for Jeanne Farmer Grossman | 12/28/2012 | |
/s/ Carol Farmer Waite, Attorney-In-Fact for Richard F. Farmer | 12/28/2012 | |
** 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. |