FARMER BROTHERS CO — Director's Dealing 2014

Feb 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2014-02-13

Reporting Person: HARDING MARK A (SR. V.P. OPERATIONS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-13	Common Stock, $1.00 Par Value	M	9537	$18.41	Acquired	29369	Direct
2014-02-13	Common Stock, $1.00 Par Value	M	12138	$18.03	Acquired	41507	Direct
2014-02-13	Common Stock, $1.00 Par Value	M	20000	$9.63	Acquired	61507	Direct
2014-02-13	Common Stock, $1.00 Par Value	M	20000	$10.82	Acquired	81507	Direct
2014-02-13	Common Stock, $1.00 Par Value	S	61675	$20.9163	Disposed	19832	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-13	Stock option (right to buy)	$18.41	M	9537	Disposed	2016-12-10	Common Stock (9537)	Direct
2014-02-13	Stock option (right to buy)	$18.03	M	12138	Disposed	2017-12-09	Common Stock (12138)	Direct
2014-02-13	Stock option (right to buy)	$9.63	M	20000	Disposed	2018-05-19	Common Stock (20000)	Direct
2014-02-13	Stock option (right to buy)	$10.82	M	20000	Disposed	2019-02-13	Common Stock (20000)	Direct

Footnotes

F1: Open market sale of shares from 2/13/2014 stock option exercises, with a porton 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 $20.75 to $21.51; 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: 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.

F3: 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.

F4: Exercise of non-qualified stock option granted on 5/19/2011 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. 100% of the total number of shares issuable under the option became exercisable on 5/19/2012.

F5: Exercise of non-qualified stock option granted on 2/13/2012 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. 100% of the total number of shares issuable under the option became exercisable on 2/13/2013.