FARMER BROTHERS CO — Director's Dealing 2017

Mar 2, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2017-02-20

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	428	Direct
Common stock, $1.00 par value	1632	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$13.09	2020-02-27	Common Stock (2720)		Direct
Stock Option (right to buy)	$21.33	2020-12-12	Common Stock (4700)		Direct
Stock Option (right to buy)	$23.44	2022-02-09	Common Stock (9095)		Direct
Stock Option (right to buy)	$29.48	2022-12-03	Common Stock (8720)		Direct
Stock Option (right to buy)	$32.85	2023-11-10	Common Stock (7515)		Direct

Footnotes

F1: These options have vested and are currently exercisable.

F2: Grant of non-qualified stock option under the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan ("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 February 9, 2016, based on the Company's achievement of a modified net income target for each fiscal year of the performance period, subject to catch-up vesting of previously unvested shares in a subsequent year within the three year period in which a cumulative modified net income target is achieved and 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. The performance target for the first and second tranches of this award were met and 6,063 options have vested and are exercisable.

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 December 3, 2016, based on the Company's achievement of a modified net income target for fiscal 2016 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. The performance target for the first tranche of this award was met and 2,906 options have vested and are currently exercisable.

F4: 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, 2017, based on the Company's achievement of a modified net income target for fiscal 2017 ("2017 Target") as approved by the Compensation Committee, and 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 each stock option will be forfeited if the Company's actual modified net income for fiscal 2017 is lower than the FY 2017 Target.