FARMER BROTHERS CO — Director's Dealing 2016

Dec 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2016-12-12

Reporting Person: KEOWN MICHAEL H (Director, President, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-12	Common Stock, $1.00 par value	M	12000	$6.96	Acquired	59242	Direct
2016-12-12	Common Stock, $1.00 par value	S	3576	$34.6478	Disposed	55666	Direct
2016-12-12	Common Stock, $1.00 par value	S	8424	$35.9844	Disposed	47242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-12	Stock Option right to buy)	$6.96	M	12000	Disposed	2019-05-11	Common Stock (12000)	Direct

Footnotes

F1: Exercise of non-qualified stock option granted on May 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 option 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 5/11/2013,
5/11/2014 and 5/11/2015.

F2: This sale was made pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

F3: Open market sale of shares from 12/12/2016 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 $34.15 to $35.15; 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.

F4: Open market sale of shares from 12/12/2016 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 $35.15 to $36.15; 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.