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^*

EL-NAFFY HANI

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2014

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	08/26/2014		M		29,707	A	$23.76	35,639	D
Ordinary Shares	08/26/2014		S		29,707	D	$31.3549⁽¹⁾	5,932	D
Ordinary Shares	08/26/2014		M		10,293	A	$23.76	16,225	D
Ordinary Shares	08/27/2014		M		36,000	A	$24.29	52,225	D
Ordinary Shares	08/26/2014		M		19,930	A	$28.09	72,155	D
Ordinary Shares	08/26/2014		S		66,223	D	$31.36⁽¹⁾	5,932	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 Stock Options (Right to Buy)	$23.76	08/26/2014		M			29,707	⁽²⁾	08/03/2021	Ordinary Shares	29,707	$0	50,293	D
Employee Stock Options (Right to Buy)	$23.76	08/27/2014		M			10,293	⁽²⁾	08/03/2021	Ordinary Shares	10,293	$0	40,000	D
Employee Stock Options (Right to Buy)	$24.29	08/27/2014		M			36,000	⁽³⁾	08/01/2022	Ordinary Shares	36,000	$0	72,000	D
Employee Stock Options (Right to Buy)	$28.09	08/26/2014		M			19,930	⁽⁴⁾	07/31/2023	Ordinary Shares	19,930	$0	180,070	D

Explanation of Responses:

1. This represents the weighted average sales price of the shares. The shares were sold at a price ranging from $31.35 to $31.48. Mr. El-Naffy will provide, upon request of the SEC staff, Fresh Del Monte Produce., or a shareholder of Fresh Del Monte Produce Inc., complete information regarding the number of shares sold at each price within the range.

2. The option is exercisable with respect to 40,000 shares and will become exercisable with respect to an additional 40,000 shares on 8/3/2015.

3. The option is exercisable with respect to 36,000 shares and will become exercisable with respect to an additional 36,000 shares on each of 8/1/2015 and 8/1/2016.

4. The option is exercisable with respect to 80,000 shares and will become exercisable with respect to an additional 40,000 shares on each of 7/31/2015, 7/31/2016 and 7/31/2017.

Remarks:

	/s/ Bruce Jordan, Attorney-in-fact for Hani El-Naffy	08/28/2014
	** 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 4 (b)(v).
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