| 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)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/30/2020 |
3. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [ FARM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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 | 2,237,553(1) | I | See Footnote(1) |
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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 | ||||
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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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. Trigran Investments, Inc. is the investment manager to Trigran Investments, L.P. and Trigran Investments, L.P. II, each of which is a private investment limited partnership, and the investment manager to a limited number of separately managed accounts. Douglas Granat, Lawrence A. Oberman, Steven G. Simon, Bradley F. Simon and Steven R. Monieson are the controlling shareholders and officers of Trigran Investments, Inc. Each member of the group disclaims beneficial ownership of the Common Stock except to the extent of its pecuniary interest therein. Each member of the group has the same address listed above for Trigran Investments, Inc. |
| /s/ Lawrence A. Oberman, as Executive Vice President of Trigran Investments, Inc., individually and as attorney-in-fact on behalf of Douglas Granat, Steven G.Simon, Bradley F. Simon and Steven R. Monieson | 04/09/2020 | |
| ** 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. | ||
Exhibit 24.1
Joint Filing Agreement and Power of Attorney
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, each undersigned party hereby agrees to the joint filing, on behalf of such undersigned party with respect to the common stock, par value $1.00 per share, of Farmer Bros. Co., a Delaware corporation, of any and all form(s), statement(s), report(s), and/or document(s) required to be filed by such undersigned party under Section 16 of the Exchange Act (including any amendment(s), supplement(s), and/or exhibit(s) thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange or national securities association, also with the exchange or association), and further agrees that this Joint Filing Agreement and Power of Attorney shall be included as an Exhibit to each such joint filing.
Know all men by these presents, that each undersigned party hereby constitutes and appoints each of Lawrence A. Oberman and Bradley F. Simon, and each of them, as the true and lawful attorneys-in-fact and agent of such undersigned party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such undersigned party, place and stead, in any and all capacities,
(i) to execute any and all form(s), statement(s), report(s), and/or document(s) required to be filed by such undersigned party under Section 16 of the Exchange Act (including any and all amendment(s), supplement(s) and/or exhibit(s) thereto), for, in the name of, and on behalf of such undersigned party, in the capacity of the undersigned as a beneficial owner of securities of Farmers Bros. Co, a Delaware corporation,
(ii) to do and perform any and all acts for, in the name of, and on behalf of such undersigned party which said attorneys-in-fact, or any of them, determine may be necessary or appropriate to complete and execute any and all such form(s), statement(s), report(s), and/or document(s), any and all such amendment(s), supplement(s), and/or exhibit(s) thereto, and any and all other document(s) in connection therewith,
(iii) to file such form(s), statement(s), report(s), and/or document(s), any and all such amendment(s), supplement(s), and/or exhibit(s) thereto, and any and all other document(s) in connection therewith with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange or national securities association, also with the exchange or association),
(iv) and to perform any and all other acts that said attorneys-in-fact or agent, or any of them, determine may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such undersigned party, granting unto said attorneys-in-fact and agent, or any of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as said attorneys-in-fact and agent, or any of them, might or should do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or any of them, shall do or cause to be done by virtue hereof.
Each undersigned party acknowledges that the foregoing attorneys-in-fact and agent, or any of them, in serving in such capacity at the request of such undersigned party, are not assuming any of the responsibilities of the undersigned to comply with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. This Joint Filing Agreement and Power of Attorney shall remain in full force and effect until revoked by any undersigned party, with respect to such undersigned party, in a signed writing delivered to said attorneys-in-fact and agent, or any of them.
IN WITNESS WHEREOF, each undersigned party, being duly authorized, has caused this Joint Filing Agreement and Power of Attorney to be executed and effective as of April 9, 2020.
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TRIGRAN INVESTMENTS, INC. |
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By: |
/s/ Lawrence A. Oberman |
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Name: Lawrence A. Oberman |
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Title: Executive Vice President |
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/s/ Lawrence A. Oberman |
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Lawrence A. Oberman |
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/s/ Douglas Granat |
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Douglas Granat |
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/s/ Steven G. Simon |
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Steven G. Simon |
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/s/ Bradley F. Simon |
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Bradley F. Simon |
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/s/ Steven R. Monieson |
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Steven R. Monieson |
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