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
FARMER BROTHERS CO [ FARM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/14/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/14/2005 |
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 | ||||||
Farmer Bros. Co. common stock | 12/14/2005 | 12/14/2005 | J | 2,617,530(1) | D | $22.33 | 6,399,822(2) | I | see footnote(3) | |
Farmer Bros. Co. common stock | 12/14/2005 | 12/14/2005 | J | 2,617,530(1) | A | $22.33 | 6,399,822(2) | I | see footnote(4) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4/A is being filed to amend the Form 4 filed by the Reporting Persons with the SEC on December 14, 2005 to correct the number of shares reported as contributed to Farmer Equities, LP (the "Partnership"). On December 14, 2005, 2,617,530 shares, rather than 2,620,024 shares as originally reported, were contributed to the Partnership by various trusts for the benefit of the Farmer family (the "Partnership Contribution"). Upon the distribution of 2,493 shares and payment of $17.56 cash in lieu of fractional shares by the Farmer Bros. Co. Employee Stock Ownership Plan (the "ESOP") for the benefit of Roy F. Farmer to Emily Marjorie Farmer, Ms. Farmer contributed such shares to a family trust rather than the Partnership as originally reported. No shares were purchased or sold. |
2. The 6,399,822 shares include : (i) 6,395,232 shares previously reported on Form 3/A filed with the SEC on March 14, 2005; (ii) 1,055 shares allocated to Roy E. Farmer under the ESOP previously reported on Form 4 filed with the SEC on December 14, 2005 and 1,042 shares allocated to Roy F. Farmer under the ESOP, which are treated as beneficially owned by a family trust, the trustees of which are Ms. Waite and Ms. Grossman; and (iii) 2,493 shares plus $17.56 cash in lieu of fractional shares distributed by the ESOP for the benefit of Roy F. Farmer, which are beneficially owned by a family trust, the trustees of which are Ms.Waite and Ms. Grossman. No shares were purchased or sold. |
3. The 2,617,530 shares contributed to the Partnership include: (i) 1,768,900 shares previously reported as beneficially owned by Ms. Waite and Ms. Grossman as successor co-trustees of various family trusts; and (ii) 848,630 shares previously reported as beneficially owned by Ms. Waite, Ms. Grossman and Dr. Farmer as successor co-trustees of various family trusts. No shares were purchased or sold. |
4. As a result of the Partnership Contribution, the 2,617,530 shares contributed to the Partnership are beneficially owned by Ms. Waite, Ms. Grossman and Dr. Farmer each as a trustee of a trust that is a general partner of the Partnership to the extent of their proportionate interest in the Partnership. At the option of the Reporting Persons, the entire amount of the Partnership's interest in the shares is being reported. Each Reporting Person disclaims beneficial ownership of these shares except to the extent of his or her pecuniary interest therein. |
Carol Farmer Waite | 09/15/2006 | |
Carol Farmer Waite, Attorney-in-Fact for Jeane Farmer Grossman | 09/15/2006 | |
Carol Farmer Waite, Attorney-in-Fact for Richard F. Farmer | 09/15/2006 | |
** 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. |