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^*

SAUTER HANS

(Last)

(First)

(Middle)

C/O FRESH DEL MONTE PRODUCE INC.,

PO BOX 149222

(Street)

CORAL GABLES

33114

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FRESH DEL MONTE PRODUCE INC [ FDP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, R&D and Agriculture

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2020

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)
Ordinary Shares	03/02/2020		M		510⁽¹⁾	A	$0	2,788	D
Ordinary Shares	03/02/2020		S⁽²⁾		155	D	$28.32	2,633	D

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)
Restricted Stock Units	⁽³⁾	03/02/2020		A		2,552		⁽⁴⁾	⁽⁴⁾	Ordinary Shares	2,552	$0	2,552	D
Performance Stock Units	⁽⁵⁾	03/02/2020		A		2,552		⁽⁶⁾	⁽⁶⁾	Ordinary Shares	2,552	$0	2,552	D
Restricted Stock Units	⁽³⁾	03/02/2020		M			155	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	155	$0	2,397	D
Restricted Stock Units	⁽³⁾							⁽⁷⁾	⁽⁷⁾	Ordinary Shares	1,000		1,000	D
Restricted Stock Units	⁽³⁾							⁽⁸⁾	⁽⁸⁾	Ordinary Shares	800		800	D
Restricted Stock Units	⁽³⁾							⁽⁹⁾	⁽⁹⁾	Ordinary Shares	800		800	D
Restricted Stock Units	⁽³⁾							⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	1,200		1,200	D
Performance Stock Units	⁽⁵⁾							⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	2,000		2,000	D
Dividend Equivalent Units	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Ordinary Shares	89.0365		89.0365	D

Explanation of Responses:

1. Vesting of first tranche of RSUs awarded 3/2/2020.

2. Reflects shares sold for taxes payable upon the vesting of RSUs.

3. The Restricted Stock Units ("RSUs") convert to Ordinary Shares on a one-for-one basis.

4. RSUs were awarded on 3/2/2020 and vest in five equal installments over four years. The remaining vestings will occur on 3/1/2021, 3/1/2022, 3/1/2023 and 3/1/2024.

5. The Performance Stock Units ("PSUs") convert to Ordinary Shares on a one-for-one basis.

6. The PSUs were awarded on 3/2/2020 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 3/1/2021, 3/1/2022 and 3/1/2023. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

7. The RSUs were awarded on 8/3/2016 and vest in five equal installments over four years of which one is remaining on 8/3/2020.

8. The RSUs were awarded on 8/2/2017 and vest in five equal installments over four years of which two are remaining on each of 8/2/2020 and 8/2/2021.

9. RSUs were awarded on 2/21/2018 and vested in five equal installments over four years. The remaining vestings of 400 shares will occur on each 2/21/2020, 2/21/2021 and 2/21/2022.

10. RSUs were awarded on 2/20/2019 and vested in five equal installments over four years. The remaining vestings of 400 shares will occur on each 2/20/2020, 2/20/2021, 2/20/2022 and 2/20/2023.

11. The PSUs were awarded 2/20/2019 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/20/2020, 2/20/2021 and 2/20/2022. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

12. Each Dividend Equivalent Unit (DEU) represents a contingent right to receive one ordinary share of FDP. DEUs are subject to the same restrictions and vesting and/or performance criteria based on the underlying Restricted Stock Units (RSUs) and/or Performance Stock Units (PSUs) to which they relate.

Remarks:

	/s/ Marlene M. Gordon, Attorney-in-fact for Hans Sauter	03/04/2020
	** 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).
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