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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/11/2011 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Ordinary Shares | 05/09/2011 | S | 3,700(1) | D | $26.9665(2) | 3,776,250(4) | D | |||
Ordinary Shares | 05/10/2011 | M | 6,250(5) | A | $19.83 | 3,782,500(4) | D | |||
Ordinary Shares | 05/10/2011 | S | 6,894(6) | D | $26.9668(3) | 3,775,606(7) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Options (Right to Buy) | $19.83 | 05/10/2011 | M | 6,250(9) | (8) | 02/25/2019 | Ordinary Shares | 6,250 | $0 | 0 | D |
Explanation of Responses: |
1. Ordinary shares represent the vested restricted shares under the Fresh Del Monte Produce Inc. 2010 Non-Employee Directors Equity Plan. |
2. This represents the weighted average sales price of the shares. The shares were sold at prices ranging from $26.95 to $26.98. Mr. Abu-Ghazaleh will provide, upon request of the SEC staff, Fresh Del Monte Produce Inc., or a shareholder of Fresh Del Monte Produce Inc., complete information regarding the number of shares sold at each price within the range. |
3. This represents the weighted average sales price of the shares. The shares were sold at prices ranging from $26.94 to $27.00. Mr. Abu-Ghazaleh will provide, upon request of the SEC staff, Fresh Del Monte Produce Inc., or a shareholder of Fresh Del Monte Produce Inc., complete information regarding the number of shares sold at each price within the range. |
4. Includes 4,987 restricted shares under the Fresh Del Monte Produce Inc. 2010 Non-Employee Directors Equity Plan, 644 of these restricted shares fully vested on the grant date and were sold on 5/10/2011, and the remaining 4,343 restricted shares will vest upon the six-month anniversary of the date on which the recipient ceases to serve as a member of the Board of Directors. |
5. The acquisition of these ordinary shares upon the exercise of the employee options reported in Table II of this Form 4 was inadvertently omitted from the Form 4 filed by the reporting person on May 11, 2011, causing the amount of securities beneficially owned following the reported transactions to be under-reported by 6,250 ordinary shares in the Form 4 filed by the reporting person on May 11, 2011 and in five Form 4s subsequently filed by the reporting person. |
6. Includes 6,250 ordinary shares acquired upon the exercise of the employee options reported in Table II of this Form 4 and 644 ordinary shares that are vested restricted shares under the Fresh Del Monte Produce Inc. 2010 Non-Employee Directors Equity Plan. |
7. Includes 4,343 restricted shares under the Fresh Del Monte Produce Inc. 2010 Non-Employee Directors Equity Plan, all of which will vest upon the six-month anniversary of the date on which the recipient ceases to serve as a member of the Board of Directors. |
8. The option is currently exercisable with respect to all underlying shares. |
9. The exercise of these employee options was inadvertently omitted from the Form 4 filed by the reporting person on May 11, 2011. |
/s/ Jeffrey Bailey, Attorney-in-fact for Amir Abu-Ghazaleh | 06/07/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |