FARMER BROTHERS CO — Director's Dealing 2017

Nov 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2017-11-10

Reporting Person: SIERS SCOTT A (SENIOR VP & GM-DIRECT SHIP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-10	Performance-Based Restricted Stock Units (PBRSUs)	$31.7	A	7038	Acquired	2024-11-10	Common Stock (7038.0)	Direct
2017-11-10	Stock Option (right to buy)	$31.7	A	7038	Acquired	2024-11-10	Common Stock (7038.0)	Direct
2017-11-10	Stock Option (right to buy)	$32.85	D	1503	Disposed	2023-11-10	Common Stock (1503.0)	Direct

Footnotes

F1: Grant of performance-based restricted stock units ("PBRSUs") under the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the "Plan"). The target number of PBRSUs is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the PBRSUs are scheduled to vest based on achievement of certain financial performance goals for the performance period July 1, 2017 through June 30, 2020. At the end of the three-year performance period, the number of PBRSUs that actually vest will be 0% to 150% of the target amount, depending on the extent to which Farmer Bros. Co. meets or exceeds certain financial performance goals measured over the full three-year performance period. The maximum number of PBRSUs that may vest at the end of the three-year performance period is 10,557 (150% of the target amount).

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 November 10, 2018, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.

F3: Forfeiture of performance-based non-qualified stock options ("PNQs") granted to the reporting person on 11/10/2016 under the Farmer Bros. co. Amended and Restated 2007 Long-Term Incentive Plan that were eligible to vest based on time and the achievement of certain financial performance objectives. Upon grant, the target vesting amount was reported in Table II of Form 4 filed with the SEC on 11/14/2016. On 11/10/2017, based on the Issuer's failure to achieve certain financial performance objectives over the applicable performance period, a total of 1,503 PNQs were forfeited. Of the remaining 6,012 PNQs subject to the award, as of 11/10/2017, 2,004 PNQs have vested and 4,008 PNQs remain eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, one half of the remaining PNQs are scheduled to vest on each of 11/10/2018 and 11/10/2019.