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*
CONTRERAS RICHARD

(Last) (First) (Middle)
C/O FRESH DEL MONTE PRODUCE INC.
P.O. BOX 149222

(Street)
CORAL GABLES FL 33114-9222

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2016
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)
Code V Amount (A) or (D) Price
Ordinary Shares 08/04/2016(1) M 1,500(2) A $0 4,489 D
Ordinary Shares 08/04/2016(1) S 400(3) D $59.67 4,089 D
Ordinary Shares 08/04/2016 S 1,505 D $59.67 2,584 D
Ordinary Shares 08/04/2016 S 1,484 D $60.28(4) 1,100 D
Ordinary Shares 08/04/2016 M 5,000 A $24.29 6,100 D
Ordinary Shares 08/04/2016 M 5,000 A $28.09 11,100 D
Ordinary Shares 08/04/2016 S 10,000 D $60.2(4) 1,100 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)
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 1,500 (5) (6) Ordinary Shares 1,500 $0 6,000 D
Employee Stock Options (Right to Buy) $24.29 08/04/2016 M 5,000 (7) 08/01/2022 Ordinary Shares 5,000 $0 0 D
Employee Stock Options (Right to Buy) $28.09 08/04/2016 M 5,000 (8) 07/31/2023 Ordinary Shares 5,000 $0 5,000 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 08/03/2016 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 withholding 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 $59.55 to $60.43. Mr. Contreras 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 shares.
8. The option is currently exercisable with respect to 5,000 shares and will become exercisable with respect to an additional 5,000 shares on 7/31/2017.
Remarks:
/s/ Bruce Jordan, Attorney-in-fact for Richard Contreras 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).
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