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^*

Jones Mary K.W.

(Last)

(First)

(Middle)

DEERE & COMPANY

ONE JOHN DEERE PLACE

(Street)

MOLINE

61265

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEERE & CO [ DE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V.P. & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2017

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)
$1 Par Common Stock⁽¹⁾	02/22/2017		M		6,941	A	$88.82	37,336.7781	D
$1 Par Common Stock⁽¹⁾	02/22/2017		M		10,453	A	$39.665	47,789.7781	D
$1 Par Common Stock⁽¹⁾	02/22/2017		F		9,539	D	$109.3007⁽²⁾	38,520.7781	D
$1 Par Common Stock⁽¹⁾	02/22/2017		F		2,549	D	$109.8083⁽³⁾	35,701.7781⁽⁴⁾	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)
Market Priced Options⁽¹⁾⁽⁵⁾	$88.82	02/22/2017		M			6,941	⁽⁶⁾	12/05/2017	Common Stock	6,941	$0	0	D
Market Priced Options⁽¹⁾⁽⁵⁾	$39.665	02/22/2017		M			10,453	⁽⁷⁾	12/17/2018	Common Stock	10,453	$0	0	D

Explanation of Responses:

1. Exercise of Rule 16b-3 options and related withholding of shares to pay the exercise price and tax withholding obligations pursuant to a Rule 10(b)5-1 stock option exercise plan adopted on December 12, 2016.

2. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.75 to $109.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.76 to $109.86, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Includes 22,829 restricted stock units granted under the John Deere Omnibus Equity and Incentive Plan to be settled solely in shares.

5. All options include the ability to withhold shares upon exercise of the option to satisfy income tax obligations.

6. The options became exercisable in three approximately equal installments on December 5, 2008, 2009, and 2010.

7. The options became exercisable in two installments on December 17, 2010 and December 17, 2011.

	/s/ Paul Wilczynski, Assistant Secretary, Deere & Company, Under Power of Attorney	02/23/2017
	** 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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