FARMER BROTHERS CO — Director's Dealing 2018

Jun 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FARMER BROTHERS CO (FARM)
CIK: 0000034563
Period of Report: 2018-06-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-11	Common Stock, $1.00 par value	M	23333	$11.81	Acquired	68405	Direct
2018-06-11	Common Stock, $1.00 par value	S	23333	$29.6189	Disposed	45072	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-11	Stock Option (right to buy)	$11.81	M	23333	Disposed	2019-12-07	Common Stock (23333.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	2454	Indirect

Footnotes

F1: Exercise of non-qualified stock-option granted on December 7, 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 a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 12/7/2013, 12/7/2014, and 12/7/2015

F2: This sale was made pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F3: Open market sale of shares from 06/11/2018 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 price ranging from $29.45 to $29.90, 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 Company's stock ownership guidelines.