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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock option (Right to Buy) | $ 9.63 | 03/01/2013 | M(1) | 50,000 | 05/19/2012 | 06/01/2013 | Common stock | 50,000 | $ 0 | 92,999 | D | ||||
Stock option (Right to Buy) | $ 10.82 | 03/01/2013 | M(2) | 15,000 | 02/13/2013 | 06/01/2013 | Common stock | 15,000 | $ 0 | 77,999 | D | ||||
Stock option (Right to Buy) | $ 10.82 | 03/01/2013 | M(3) | 50,000 | 12/31/2012 | 06/01/2013 | Common stock | 50,000 | $ 0 | 27,999 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wahba Jeffrey A 20333 S. NORMANDIE AVE. TORRANCE, CA 90502 |
CONSULTANT PERFORMING CFO TASK |
/s/ Jeffrey A. Wahba | 03/05/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Exercise of non-qualified stock option granted on May 19, 2011, which vested and became exercisable on May 19, 2012, the anniversary date of the grant. As a result of the termination of the Reporting Person's employment on February 28, 2013, the option would have expired on June 1, 2013, if not exercised pursuant to the provisions of the Farmer Bros. Co. 2007 Omnibus Plan (the "Omnibus Plan") and the stock option award agreement. |
(2) | Exercise of non-qualified stock option granted on February 13, 2012, which vested and became exercisable on February 13, 2013, the anniversary date of the grant. As a result of the termination of the Reporting Person's employment on February 28, 2013, the option would have expired on June 1, 2013, if not exercised pursuant to the provisions of the Omnibus Plan and the stock option award agreement. |
(3) | Exercise of non-qualified stock option granted on February 13, 2012, the vesting of which was accelerated to December 31, 2012 pursuant to the acceleration provisions of that certain Second Amended and Restated Employment Agreement, effective as of February 13, 2012, between the Company and the Reporting Person. As a result of the termination of the Reporting Person's employment on February 28, 2013, the option would have expired on June 1, 2013, if not exercised pursuant to the provisions of the Omnibus Plan and the stock option award agreement. |
(4) | Sale of shares from option exercises reported elsewhere on this form, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the options under the Omnibus Plan. This transaction was executed in multiple trades at prices ranging from $12.50 to $13.27. The price reported above is the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected. |