FARMER BROTHERS CO — Director's Dealing 2014

Dec 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2014-12-08

Reporting Person: MORTENSEN THOMAS W (SR VP Route Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock, $1.00 Par Value	F	377	$27.07	Disposed	22609	Direct

Footnotes

F1: This Form 4 is being filed late due to an inadvertent administrative error.

F2: Exempt transaction pursuant to Rule 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person and cancelled by the issuer in exchange for the issuer's agreement to pay federal and state tax withholding obligations of the reporting person resulting from the vesting on December 8, 2014 of restricted stock granted on December 8, 2011. The reporting person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes. The price shown in Box 4 is the closing price of the Company's Common Stock on the vesting date (December 8, 2014).

F3: Includes a total of 8,051 shares (including 566 shares in fiscal 2014) allocated as of the reporting date to the reporting person pursuant to the Farmer Bros. Co. Employee Stock Ownership Plan.