FARMER BROTHERS CO — Director's Dealing 2012

May 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2012-05-11

Reporting Person: KEOWN MICHAEL H (Director, PRESIDENT, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-11	Common Stock, $1.00 par value	P	14600	$6.93	Acquired	14600	Direct
2012-05-11	Common Stock, $1.00 par value	P	400	$6.95	Acquired	15000	Direct
2012-05-11	Common Stock, $1.00 par value	A	25144	$6.96	Acquired	40144	Direct
2012-05-11	Common Stock, $1.00 par value	A	8170	$6.96	Acquired	48314	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-11	Stock Option (right to buy)	$6.96	A	70000	Acquired	2019-05-11	Common Stock (70000)	Direct

Footnotes

F1: Open market purchase.

F2: Grant of restricted stock under the 2007 Omnibus Plan purusant to employment agreement dated March 9, 2012; 58% or 14,584 shares will vest on May 11, 2013, the first anniversary of the grant date and 42% or 10,560 shares will vest on May 11, 2014, the second anniversary of the grant date, subject to acceleration provisions of the employment agreement, 2007 Omnibus Plan and restricted stock agreement.

F3: Grant of restricted stock under the 2007 Omnibus Plan pursuant to employment agreement dated March 9, 2012 and letter agreement effective May 8, 2012. 8,170 shares issued on May 11, 2012 and remaining 6,830 shares to be issued pursuant to employment agreement will be issued when sufficient shares are available in the 2007 Omnibus Plan. 100% of the issued shares will vest on May 11, 2015, subject to acceleration provisions of the employment agreement, 2007 Omnibus Plan and restricted stock agreement.

F4: Grant of non-qualified stock option under the 2007 Omnibus Plan pursuant to employment agreement dated March 9, 2012; 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 acceleration provisions of the employment agreement, 2007 Omnibus Plan and stock option agreement.