| 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
FRESH DEL MONTE PRODUCE INC [ FDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/04/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
| Ordinary Shares | 08/04/2016(1) | M | 10,000(2) | A | $0 | 21,964 | D | |||
| Ordinary Shares | 08/04/2016(1) | S | 4,126(3) | D | $59.67 | 17,838 | D | |||
| Ordinary Shares | 08/04/2016 | M | 11,376 | A | $24.29 | 29,214 | D | |||
| Ordinary Shares | 08/04/2016 | S | 11,376 | D | $60.04(4) | 17,838 | D | |||
| Ordinary Shares | 08/04/2016 | M | 40,000 | A | $28.09 | 57,838 | D | |||
| Ordinary Shares | 08/04/2016 | S | 40,000 | D | $60.04(4) | 17,838 | D | |||
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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 | ||||||||
| Restricted Stock Units(5) | $59.83 | 08/04/2016(1) | M | 10,000 | (5) | (6) | Ordinary Shares | 10,000 | $0 | 40,000 | D | ||||
| Employee Stock Options (Right to Buy) | $24.29 | 08/04/2016 | M | 11,376 | (7) | 08/01/2022 | Ordinary Shares | 11,376 | $0 | 24,624 | D | ||||
| Employee Stock Options (Right to Buy) | $28.09 | 08/04/2016 | M | 40,000 | (8) | 07/31/2023 | Ordinary Shares | 40,000 | $0 | 40,000 | D | ||||
| Explanation of Responses: |
| 1. Transaction Date reflects the date on which the Sell to Cover and conversion of the Restricted Stock Units (RSU), which vested on 8/3/16 occurred. |
| 2. Represents the number of ordinary shares that were acquired in connection with the settlement of the RSUs listed in Table II. |
| 3. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax witholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. |
| 4. This represents the weighted average sales price of the shares. The shares were sold at a price ranging from $59.56 to $60.57. Mr. El-Naffy will provide, upon request of the SEC staff, Fresh Del Monte Produce Inc., or a shareholder of Fresh Del Monte Produce Inc. complete information regarding the number of shares sold at each price within the range. |
| 5. RSUs are granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each RSU represents a contingent right to receive one ordinary share of FDP. The RSUs vest in five equal annual installments of which four are remaining on each of 8/3/2017, 8/3/2018, 8/3/2019 and 8/3/2020. |
| 6. RSUs do not have an expiration date. |
| 7. The option is currently exercisable with respect to all underlying shares. |
| 8. The option is exercisable with respect to 40,000 shares and will become exercisable with respect to an additional 40,000 shares on 7/31/2017. |
| Remarks: |
| /s/ Bruce Jordan, Attorney-in-fact for Hani El-Naffy | 08/08/2016 | |
| ** 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. | ||