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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2017

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	05/04/2017⁽¹⁾		M		175,167	A	⁽²⁾	175,167	D
Ordinary Shares	05/04/2017⁽¹⁾		S		69,119	D	$52.67⁽³⁾	106,048	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)
Performance Stock Units⁽⁴⁾	$24.68	05/04/2017		M			32,506	⁽⁵⁾	⁽⁶⁾	Ordinary Shares	32,506	$0	0	D
Performance Stock Units⁽⁴⁾	$25.52	05/04/2017		M			31,280	⁽⁵⁾	⁽⁶⁾	Ordinary Shares	31,280	$0	0	D
Performance Stock Units⁽⁴⁾	$26.52	05/04/2017		M			31,846	⁽⁵⁾	⁽⁶⁾	Ordinary Shares	31,846	$0	0	D
Performance Stock Units⁽⁴⁾	$33.44	05/04/2017		M			39,019	⁽⁵⁾	⁽⁶⁾	Ordinary Shares	39,019	$0	0	D
Performance Stock Units⁽⁴⁾	$38.99	05/04/2017		M			40,516	⁽⁵⁾	⁽⁶⁾	Ordinary Shares	40,516	$0	0	D

Explanation of Responses:

1. Transaction date reflects the date on which the Sell to Cover and conversion of the Performance Stock Units (PSUs) ocurred, which vested on November 2, 2016 and were released on May 4, 2017.

2. Represents the number of ordinary shares that were acquired in connection with the PSUs and corresponding Dividend Equivalent Units (DEUs) listed in Table II.

3. This represents the weighted average sales price of the shares. 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.

4. PSUs are granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each PSU represents a contingent right to receive one ordinary share of FDP. The PSUs are subject to meeting minimum performance criteria set by the compensation Committee of the Board of Directors of FDP.

5. These PSUs and corresponding DEUs are fully vested.

6. PSUs and associated DEUs do not have an expiration date.

Remarks:

	/s/ Bruce Jordan, Attorney-in-fact for Hani El-Naffy	05/08/2017
	** 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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