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^*
Robson David

(Last) | (First) | (Middle)
FARMER BROS CO.
1912 FARMER BROTHERS DRIVE

(Street) 
NORTHLAKE | TX | 76262

(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 | | 10% Owner
X | Officer (give title below) | | Other (specify below)
TREASURER, CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2017

4. 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 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, $1.00 par value | 11/10/2017 | | A | | 947^(1) | A | $0 | 947 | D |

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 | | | |
Stock Option (right to buy) | $31.7 | 11/10/2017 | | A | | 5,764 | | ^(2) | 11/10/2024 | Common Stock | 5,764 | $0 | 5,764 | D |
Stock Option (right to buy) | $31.7 | 11/10/2017 | | A | | 12,699 | | ^(3) | 11/10/2024 | Common Stock | 12,699 | $0 | 18,463 | D |
Performance-Based Restricted Stock Units (PBRSUs) | $31.7 | 11/10/2017 | | A | | 12,699 | | ^(4) | 11/10/2024 | Common Stock | 12,699 | $0 | 12,699 | D |
Explanation of Responses:
1. Grant of restricted stock under the Farmer Bros. Co. 2017 Long-Term Incentive Plan ("Plan") pursuant to the reporting person's employment agreement with the Issuer; 100% of the total shares vest on November 10, 2020, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.
2. Grant of non-qualified stock option under the Plan pursuant to the reporting person's employment agreement with the Issuer; 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, commencing on November 10, 2018, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.
3. Grant of non-qualified stock option 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, commencing on November 10, 2018, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.
4. Grant of performance-based restricted stock units ("PBRSUs") under the Plan. The target number of PBRSUs is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the PBRSUs are scheduled to vest based on achievement of certain financial performance goals for the performance period July 1, 2017 through June 30, 2020. At the end of the three-year performance period, the number of PBRSUs that actually vest will be 0% to 150% of the target amount, depending on the extent to which Farmer Bros. Co. meets or exceeds certain financial performance goals measured over the full three-year performance period. The maximum number of PBRSUs that may vest at the end of the three-year performance period is 19,048 (150% of the target amount).
Remarks:
| /s/ Thomas J. Mattei, Jr., Attorney-In-Fact for David G. Robson | 11/14/2017
| ** 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.