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*
Zakharia Youssef

(Last) (First) (Middle)
C/O FRESH DEL MONTE PRODUCE INC.
P.O. BOX 14922

(Street)
CORAL GABLES FL 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2020
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 02/21/2020 M 1,600 A $0 10,885 D
Ordinary Shares 02/21/2020 M 31 A $0 10,916 D
Ordinary Shares 02/21/2020 S(1) 665 D $28.5 10,251 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 (2) 02/21/2020 M 1,600 (3) (3) Ordinary Shares 1,600 $0 3,200 D
Dividend Equivalent Units (4) 02/21/2020 M 31 (4) (4) Ordinary Shares 31 $0 2,532 D
Restricted Stock Units (2) (5) (5) Ordinary Shares 1,500 1,500 D
Performance Stock Units (6) (7) (7) Ordinary Shares 14,208 14,208 D
Restricted Stock Units (2) (8) (8) Ordinary Shares 12,000 12,000 D
Performance Stock Units (6) (9) (9) Ordinary Shares 15,000 15,000 D
Explanation of Responses:
1. Reflects shares sold for taxes payable upon the vesting of RSUs.
2. The Restricted Stock Units ("RSUs") convert to Ordinary Shares on a one-for-one basis.
3. RSUs were awarded on 2/21/18 and vested in five equal installments over four years. The remaining vestings will occur on each 2/21/20, 2/21/21 and 2/21/22.
4. Dividend Equivalent Units (DEUs) were granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each DEU represents a contingent right to receive one ordinary share of FDP. The DEUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of FDP. Provided such criteria are met, the DEUs will vest in three equal annual installments based on the underlying Restricted Stock Units (RSUs).
5. The RSUs were awarded on 8/3/2016 and vest in five equal installments over four years of which one is remaining on 8/3/2020.
6. The Performance Stock Units ("PSUs") convert to Ordinary Shares on a one-for-one basis.
7. The PSUs were subject to meeting minimum performance criteria set by the compensation Committee of the Board of Directors of FDP, which was met at 88.8%. The PSUs vest in three equal annual installments on each of 2/22/2018, 2/22/2019 and 2/20/2020. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.
8. RSUs were awarded on 2/20/19 and vested in five equal installments over four years. The remaining vestings will occur on 2/20/21, 2/20/22 and 2/20/23.
9. The PSUs were subject to meeting minimum performance criteria set by the compensation Committee of the Board of Directors of FDP, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/20/2020, 2/20/2021 and 2/20/2021. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.
Remarks:
/s/ Marlene Gordon, Attorney-in-fact for Youssef Zakharia 02/25/2020
** 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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