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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Waite Carol Farmer

(Last) (First) (Middle)
20333 S. NORMANDIE AVE

(Street)
TORRANCE CA 90502

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [ FARM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Trustee, Beneficiary, Settlor
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Farmer Bros. Co. Common Stock 12/30/2011 12/30/2011 J(1) 2,617,530 D $0 6,399,822 I See Footnote 1(1)
Farmer Bros. Co. Common Stock 12/30/2011 12/30/2011 J(2) 297,404 A $0 6,399,822 I See Footnote 2(2)
Farmer Bros. Co. Common Stock 12/30/2011 12/30/2011 J(3) 297,403 A $0 6,399,822 I See Footnote 3(3)
Farmer Bros. Co. Common Stock 12/30/2011 12/30/2011 J(4) 297,403 A $0 6,399,822 I See Footnote 4(4)
Farmer Bros. Co. Common Stock 12/30/2011 12/30/2011 J(5) 855,275 A $0 6,399,822 I See footnote 5(5)
Farmer Bros. Co. Common Stock 12/30/2011 12/30/2011 J(6) 870,045 A $0 6,399,822 I See footnote 6(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Waite Carol Farmer

(Last) (First) (Middle)
20333 S. NORMANDIE AVE

(Street)
TORRANCE CA 90502

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Trustee, Beneficiary, Settlor
1. Name and Address of Reporting Person*
Grossman Jeanne Farmer

(Last) (First) (Middle)
20333 SOUTH NORMANDIE AVENUE

(Street)
TORRANCE CA 90502

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Trustee, Beneficiary, Settlor
1. Name and Address of Reporting Person*
Farmer Richard F

(Last) (First) (Middle)
20333 S NORMANDIE AVE

(Street)
TORRANCE CA 90502

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Trustee, Beneficiary, Settlor
Explanation of Responses:
1. On December 30, 2011, in connection with its dissolution, Farmer Equities, LP distributed all shares of Farmer Brothers Co. common stock held by it to various trusts for which Carol Farmer Waite, Jeanne Farmer Grossman and Richard F. Farmer serve as trustees, including the trusts that were the general partners of Farmer Equities, LP (the "Distribution"). No shares were purchased or sold.
2. In connection with the Distribution, 297,404 shares of Farmer Brothers Co. common stock held by Farmer Equities, LP were distributed to a trust for which Ms. Waite is the sole trustee and settlor. No shares were purchased or sold.
3. In connection with the Distribution, 297,403 shares of Farmer Brothers Co. common stock held by Farmer Equities, LP were distributed to a trust for which Ms. Grossman is the sole trustee and settlor. No shares were purchased or sold.
4. In connection with the Distribution, 297,403 shares of Farmer Brothers Co. common stock held by Farmer Equities, LP were distributed to a trust for which Mr. Farmer is the sole trustee and settlor. No shares were purchased or sold.
5. In connection with the Distribution, 855,275 shares of Farmer Brothers Co. common stock held by Farmer Equities, LP were distributed to a family trust for which Ms. Waite and Ms. Grossman are the co-trustees. The shares held by such trust are beneficially owned by each of Ms. Waite, Ms. Grossman and Mr. Farmer to the extent of their proportionate interests in such trust, provided that 37,000 shares held by such trust are held in trust for the benefit of Ms. Grossman's daughter. At the option of the Reporting Persons, the entire amount of the trust's interest in the shares is being reported. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein. No shares were purchased or sold.
6. In connection with the Distribution, 870,045 shares of Farmer Brothers Co. common stock held by Farmer Equities, LP were distributed to a family trust for which Ms. Waite and Ms. Grossman are the co-trustees. The shares held by such trust are beneficially owned by each of Ms. Waite, Ms. Grossman and Mr. Farmer to the extent of their proportionate interests in such trust. At the option of the Reporting Persons, the entire amount of the trust's interest in the shares is being reported. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein. No shares were purchased or sold.
/s/ Carol Farmer Waite 01/09/2012
/s/ Carol Farmer Waite, Attorney-In-Fact for Jeanne Farmer Grossman 01/09/2012
/s/ Carol Farmer Waite, Attorney-In-Fact for Richard F. Farmer 01/09/2012
** 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.