SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GORDON ANDREW

(Last)

(First)

(Middle)

C/O COFFEE HOLDING CO., INC.

3475 VICTORY BOULEVARD

(Street)

STATEN ISLAND

10314

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COFFEE HOLDING CO INC [ JVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	07/12/2011		S		55,000⁽¹⁾	D	$23.01	1,089,908⁽²⁾	I	See Footnote 2
Common Stock, $0.001 par value	07/12/2011		S		34,350⁽³⁾	D	$24.17	1,055,558	I	See Footnote 2
Common Stock, $0.001 par value	07/12/2011		S		45,650⁽⁴⁾	D	$25.12	1,009,908	I	See Footnote 2
Common Stock, $0.001 par value	07/12/2011		S		5,000⁽⁵⁾	D	$25.81	1,004,908	I	See Footnote 2
Common Stock, $0.001 par value	07/13/2011		G	V	10,000⁽⁶⁾	D	$0	994,908	I	See Footnote 2
Common Stock, $0.001 par value	07/13/2011		G	V	2,000⁽⁶⁾	D	$0	992,908	I	See Footnote 2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $22.64 to $23.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number or shares and prices at which the transaction was effected.

2. The reporting person previously disclosed his indirect ownership of (i) 120,000 shares held by him as custodian for his minor children and (ii) 348,645 shares held by a GRAT, on his Form 4 filed on March 10, 2010 with the SEC. On December 23, 2010, the GRAT was closed and the 348,645 shares were directly held by the reporting person. On February 15, 2011, the reporting person transferred 963,553 shares held directly to A Gordon Family Ventures LLC (the ?Gordon LLC?). Subsequently, the reporting person transferred an additional 61,355 shares to the Gordon LLC on May 19, 2011. Thus, as of May 19, 2011, the reporting person held 1,144,908 shares indirectly and no shares directly.

3. This transaction was executed in multiple trades at prices ranging from $23.64 to $24.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number or shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $24.64 to $25.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number or shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $25.64 to $26.63. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number or shares and prices at which the transaction was effected.

6. On July 13, 2011, the reporting person made a gift of (i) 10,000 shares and (ii) 2,000 shares to certain charities.

	/s/ Andrew Gordon	07/13/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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