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^*

ABU-GHAZALEH MOHAMMAD

(Last)

(First)

(Middle)

C/O FRESH DEL MONTE PRODUCE INC.

P.O. 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2013

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	08/06/2013		M		70,512	A	$23.965	5,380,967	D
Ordinary Shares	08/06/2013		S		70,512	D	$29.5874⁽¹⁾	5,310,455	D
Ordinary Shares	08/07/2013		M		32,132	A	$23.965	5,342,587	D
Ordinary Shares	08/07/2013		S		32,132	D	$29.5393⁽¹⁾	5,310,455	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)
Employee Options (Right to Buy)⁽²⁾	$23.965	08/06/2013		M			70,512	⁽³⁾	05/02/2017	Ordinary Shares	70,512	$0	35,711	D
Employee Options (Right to Buy)⁽²⁾	$23.965	08/07/2013		M			32,132	⁽³⁾	05/02/2017	Ordinary Shares	32,132	$0	3,579	D

Explanation of Responses:

1. This represents the weighted average sales price of the shares. The shares were sold at prices ranging from $29.46 to $29.72. 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.

2. Option exercises and share sales executed pursuant to a Rule 10b5-1 plan.

3. The option is currently exercisable with respect to all underlying shares.

Remarks:

The reporting person is a party to that certain Amendment No. 2 to Amended and Restated Voting Agreement which has been filed as Exhibit 16 to Schedule 13D/A filed with the Securities and Exchange Commission on March 17, 2011 and, as a result, may be deemed to be a member of a Section 13(d) group owning more than 10% of the issuer's outstanding ordinary shares. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for any purpose, a member of a group with respect to the issuer or securities of the issuer. The reporting person disclaims beneficial ownership of the securities owned by any other parties to the Schedule 13D/A described above, except to the extent of the pecuniary interest of such person in such securities.

	/s/ Bruce Jordan, Attorney-in-fact for Mohammad Abu-Ghazaleh	08/08/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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