SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MATTEI THOMAS J JR

(Last)

(First)

(Middle)

FARMER BROS. CO.,

20333 S NORMANDIE AVE

(Street)

TORRANCE

90502

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2014

3. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [ FARM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	GENERAL COUNSEL

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock $1.00 par value⁽¹⁾	428⁽¹⁾	D
Common Stock $1.00 par value	487⁽²⁾	I	By ESOP allocation

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock option (Right to Buy)⁽³⁾	⁽³⁾	02/27/2020	Common Stock	2,720	$13.09	D
Stock option (Right to Buy)⁽⁴⁾	⁽⁴⁾	12/12/2020	Common Stock	3,760	$21.33	D

Explanation of Responses:

1. Restricted stock granted on February 27, 2013 under the Farmer Bros. Co. 2007 Omnibus Plan (the "Omnibus Plan"); 100% of the shares will vest on February 27, 2016, subject to acceleration provisions set forth in the Omnibus Plan and restricted stock agreement.

2. Allocated as of the reporting date to the reporting person pursuant to the Farmer Bros. Co. Employee Stock Ownership Plan.

3. Grant of non-qualified stock option under the Omnibus Plan; the stock option vests pursuant to a three-year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, subject to acceleration provision set forth in the Omnibus Plan and stock option agreement.

4. Grant of non-qualified stock option under the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan; one-third of the total number of shares subject to the stock option vested on the first anniversary of the grant date based on the Company's achievement of a modified net income target for the first fiscal year of the performance period as approved by the Company's Compensation Committee, and the remaining two-thirds of the total number of shares subject to the stock option will vest on the third anniversary of the grant date based on the Company's achievement of a cumulative modified net income target for all three years during the performance period as approved by the Company's Compensation Committee, in each case, subject to the participant's continued employment by the Company or service on the Board of Directors of the Company on the vesting date.

Remarks:

Ex 24 Limited Power of Attorney attached.

	/s/ Thomas J. Mattei, Jr.	12/10/2014
	** 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 5 (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.
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