FARMER BROTHERS CO — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2013-03-01

Reporting Person: Wahba Jeffrey A (CONSULTANT PERFORMING CFO TASK)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock, $1.00 par value	M	50000	$9.63	Acquired	93500	Indirect
2013-03-01	Common Stock, $1.00 par value	M	15000	$10.82	Acquired	108500	Indirect
2013-03-01	Common Stock, $1.00 par value	M	50000	$10.82	Acquired	158500	Indirect
2013-03-01	Common Stock, $1.00 par value	S	115000	$12.7721	Disposed	43500	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Stock option (Right to Buy)	$9.63	M	50000	Disposed	2013-06-01	Common stock (50000)	Direct
2013-03-01	Stock option (Right to Buy)	$10.82	M	15000	Disposed	2013-06-01	Common stock (15000)	Direct
2013-03-01	Stock option (Right to Buy)	$10.82	M	50000	Disposed	2013-06-01	Common stock (50000)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.