FARMER BROTHERS CO — Director's Dealing 2016

Jun 7, 2016

SEC Form 4/A — Form 4/A

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2015-12-03

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-03	Stock Option (right to buy)	$29.48	A	25098	Acquired	2022-12-03	Common Stock (25098)	Direct

Footnotes

F1: As reported on a Form 4 filed on February 11, 2015, the reporting person acquired a non-qualified stock option to purchase 49,902 shares of the Company's common stock. Also, as reported on a Form 4 filed on December 7, 2015, the reporting person acquired a non-qualified stock option to purchase 47,960 shares of the Company's common stock (the "December PNQ"). The Company subsequently determined that the December PNQ was not validly granted pursuant to the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (the "Plan") insofar as the grant exceeded the Plan's 75,000 limit on the number of shares that may be granted to any participant during a single calendar year by 22,862. Accordingly, the attempted grant of these excess option shares under the December PNQ was ineffective, and they were never granted to the reporting person. The reporting person is filing this amendment to report the correct number of option shares granted under the December PNQ.

F2: Grant of non-qualified stock option under the Plan; the stock option vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, commencing on December 3, 2016, based on the Company's achievement of a modified net income target for fiscal 2016 ("Target") as approved by the Compensation Committee, subject to the acceleration provisions of the Plan and stock option agreement, and subject to the participant's employment by the Company or service on the Board of Directors of the Company on the applicable vesting date. Twenty percent (20%) of the total number of shares subject to the stock option will be forfeited if the Company's actual modified net income for fiscal 2016 is lower than the Target.