FARMER BROTHERS CO — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2014-02-14

Reporting Person: MORTENSEN THOMAS W (SR. VICE PRES.OF ROUTE SALES)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-14	Common Stock, $1.00 Par Value	M	3035	$18.41	Acquired	25455	Direct
2014-02-14	Common Stock, $1.00 Par Value	M	3035	$18.03	Acquired	28490	Direct
2014-02-14	Common Stock, $1.00 Par Value	M	2023	$7.32	Acquired	30513	Direct
2014-02-14	Common Stock, $1.00 Par Value	M	6666	$6.96	Acquired	37179	Direct
2014-02-14	Common Stock, $1.00 Par Value	M	1456	$11.81	Acquired	38635	Direct
2014-02-14	Common Stock, $1.00 Par Value	S	16215	$20.9814	Disposed	22420	Direct
2014-02-18	Common Stock, $1.00 Par Value	M	2090	$11.81	Acquired	24510	Direct
2014-02-18	Common Stock, $1.00 Par Value	S	2090	$20.98	Disposed	22420	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-14	Stock Option (right to buy)	$18.41	M	3035	Disposed	2016-12-10	Common Stock (3035)	Direct
2014-02-14	Stpck Option (right to buy)	$18.03	M	3035	Disposed	2017-12-09	Common Stock (3035)	Direct
2014-02-14	Stock Option (right to buy)	$7.32	M	2023	Disposed	2018-12-08	Common Stock (2023)	Direct
2014-02-14	Stock Option (right to buy)	$6.96	M	6666	Disposed	2019-05-11	Common Stock (6666)	Direct
2014-02-14	Stock Option (right to buy)	$11.81	M	1456	Disposed	2019-12-07	Common Stock (1456)	Direct
2014-02-18	Stock Option (right to buy)	$11.81	M	2090	Disposed	2019-12-07	Common Stock (2090)	Direct

Footnotes

F1: Open market sale of shares from 2/14/2014 stock option exercises, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the options. This transaction was executed in multiple trades at prices ranging from $20.98 to $21.00; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. The reporting person continues to meet the Company's stock ownership guidelines.

F2: Open market sale of shares from 2/18/2014 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the options. This transaction was executed in a single trade at a sale price of $20.98. The reporting person continues to meet the Company's stock ownership guidelines.

F3: Exercise of non-qualified stock option granted on 12/10/2009 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vested pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 12/10/2010, 12/10/2011 and 12/10/2012.

F4: Exercise of non-qualified stock option granted on 12/9/2010 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vested pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 12/9/2011, 12/9/2012 and 12/9/2013.

F5: Exercise of non-qualified stock option granted on 12/8/2011 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 12/8/2012 and 12/8/2013. One-third of the total number of shares, or 1,012 shares, issuable under the option have not vested and are not exercisable as of the transaction date of this report.

F6: Exercise of non-qualified stock option granted on 5/11/2012 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable on 5/11/2013 and two-thirds of the total number of shares issuable under the option, or 13,334 shares, have not vested and are not exercisable as of the transaction date of this report.

F7: Exercise of non-qualified stock option granted on 12/7/2012 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option, or 3,546 shares, became exercisable on 12/7/2013 and two-thirds of the total number of shares issuable under the option, or 7,092 shares, have not vested and are not exercisable as of the transaction date of this report.