FARMER BROTHERS CO — Director's Dealing 2015

Dec 2, 2015

SEC Form 4/A — Form 4/A

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2015-11-25

Reporting Person: Nelson Mark Joseph (Former Treasurer, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-25	Common Stock, $1.00 par value	M	3506	$21.33	Acquired	10490	Direct
2015-11-25	Common Stock, $1.00 par value	S	3506	$29.6026	Disposed	6984	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-25	Stock option (right to buy)	$21.33	M	3506	Disposed	2020-12-12	Common Stock (3506)	Direct
2015-11-27	Stock option (right to buy)	$21.33	M	1441	Disposed	2020-12-12	Common Stock (1441)	Direct

Footnotes

F1: Exercise of non-qualified stock option granted on December 12, 2013 under the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule based on the Company's achievement of performance targets whereby one-third of the total number of shares issuable under the option, or 6,265 shares, were exercisable on December 12, 2014 and two-thirds of the total number of shares issuable under the option, or 12,532 shares, have not vested and are not exercisable as of the transaction date of this report.

F2: Due to a clerical error, the reporting person is filing this amendment to the Form 4 originally filed on November 30, 2015 (this "Amendment") to correct the number of option shares with an exercise price of $21.33 exercised and sold by the reporting person on 11/25/2015 from 3,806 to 3,506.

F3: Due to a clerical error, the reporting person is filing this Amendment to correct the amount of non-derivative securities beneficially owned following the reported transaction from 10,790 to 10,490.

F4: Open market sale of shares from 11/25/2015 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the option. This transaction was executed in multiple trades at prices ranging from $29.60 to $29.62; 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.

F5: Due to a clerical error, the reporting person is filing this Amendment to correct the amount of derivative securities beneficially owned following the reported transaction from 46,207 to 46,507.

F6: Due to a clerical error, the reporting person is filing this Amendment to correct the amount of derivative securities beneficially owned following the reported transaction from 44,766 to 45,066.