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: KEOWN MICHAEL H (Director, PRESIDENT, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-10	Common Stock, $1.00 par value	M	22000	—	Acquired	69526	Direct
2017-11-10	Common Stock, $1.00 par value	S	22000	$30.9627	Disposed	47526	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-10	Stock Option (right to buy)	$6.96	M	22000	Disposed	2019-05-11	Common Stock (22000.0)	Direct
2017-11-10	Stock Option (right to buy)	$32.85	D	8265	Disposed	2023-11-10	Common Stock (8265.0)	Direct
2017-11-10	Stock Option (right to buy)	$31.7	A	28819	Acquired	2024-11-10	Common Stock (28819.0)	Direct
2017-11-10	Performance-Based Restricted Stock Units (PBRSUs)	$31.7	A	28819	Acquired	2024-11-10	Common Stock (28819.0)	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 ("2007 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: Includes a total of 2,454 shares (including 284 shares in fiscal 2017) allocated as of the reporting date to the reporting person pursuant to the Farmer Bros. Co. Employee Stock Ownership Plan.

F3: Open market sale of shares from 11/10/2017 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 $30.95 to $31.28; 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 Issuer's stock ownership guidelines.

F4: Forfeiture of performance-based non-qualified stock options ("PNQs") granted to the reporting person on 11/10/2016 under the 2007 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 8,265 PNQs were forfeited. Of the remaining 33,066 PNQs subject to the award, as of 11/10/2017, 11,022 PNQs have vested and 22,044 PNQs remain eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting incertain circumstances, one half of the remaining PNQs are scheduled to vest on each of 11/10/2018 and 11/10/2019.

F5: Grant of non-qualified stock option under the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the "2017 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 certain continued employment conditions and subject to accelerated vesting in certain circumstances.

F6: Grant of performance-based restricted stock units ("PBRSUs") under the 2017 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 43,228 (150% of the target amount).