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: IOBST ELLEN D (CHIEF OPERATIONS OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-10	Common Stock, $1.00 par value	A	757	—	Acquired	757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-10	Stock Option (right to buy)	$31.7	A	4611	Acquired	2014-11-10	Common Stock (4611.0)	Direct
2017-11-10	Stock Option (right to buy)	$31.7	A	9759	Acquired	2014-11-10	Common Stock (9759.0)	Direct
2017-11-10	Performance-Based Restricted Stock Units (PBRSUs)	$31.7	A	9759	Acquired	2024-11-10	Common Stock (9759.0)	Direct

Footnotes

F1: Grant of restricted stock under the Farmer Bros. Co. 2017 Long-Term Incentive Plan ("Plan") pursuant to the reporting person's employment agreement with the Issuer; 100% of the total shares vest on November 10, 2020 subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.

F2: Grant of non-qualified stock option under the Plan pursuant to the reporting person's employment agreement with the Issuer; 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: 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.

F4: Grant of performance-based restricted stock units ("PBRSUs") under 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 14,638 (150% of the target amount).