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^*

Lutty Helmuth

(Last)

(First)

(Middle)

C/O FRESH DEL MONTE PRODUCE INC.

(Street)

PO BOX 149222

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)
	SVP, Network Shipping & Ops

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2020

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)
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	08/03/2020		M		37⁽¹⁾	A	$0	3,162	D
Ordinary Shares	08/03/2020		M		600⁽²⁾	A	$0	3,762	D
Ordinary Shares	08/03/2020		M		400⁽³⁾	A	$0	4,162	D
Ordinary Shares	08/03/2020		S⁽⁴⁾		246	D	$23.13	3,916	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)
Dividend Equivalent Units	⁽⁵⁾	08/03/2020		M			37	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	37	$0	92.584	D
Restricted Stock Units	⁽⁶⁾	08/03/2020		M			600	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	600	$0	0	D
Restricted Stock Units	⁽⁶⁾	08/03/2020		M			400	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	400	$0	400	D
Restricted Stock Units	⁽⁶⁾							⁽⁹⁾	⁽⁹⁾	Ordinary Shares	800		800	D
Restricted Stock Units	⁽⁶⁾							⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	1,200		1,200	D
Restricted Stock Units	⁽⁶⁾							⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	2,100		2,100	D
Performance Stock Units	⁽¹²⁾							⁽¹³⁾	⁽¹³⁾	Ordinary Shares	2,000		2,000	D
Performance Stock Units	⁽¹²⁾							⁽¹⁴⁾	⁽¹⁴⁾	Ordinary Shares	2,625		2,625	D

Explanation of Responses:

1. Represents settlement of Dividend Equivalent Units ("DEUs") associated with the Restricted Stock Units ("RSUs") or Performance Stock Units ("PSUs") vested.

2. Vesting of final tranche of RSUs awarded on 8/3/2016.

3. Vesting of fourth tranche of RSUs awarded on 8/2/2017.

4. Reflects shares sold for taxes payable upon the vesting of RSUs.

5. Each DEU represents a contingent right to receive one ordinary share of FDP. DEUs are subject to the same restrictions and vesting and/or performance criteria based on the underlying RSUs and/or PSUs to which they relate.

6. The RSUs convert to Ordinary Shares on a one-for-one basis.

7. 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. These RSUs awarded on 8/3/2016 will vest in five equal annual installments of which one is remaining on 8/3/2020.

8. The RSUs were awarded on 8/2/2017 and vest in five equal annual installments over four years of which one is remaining on 8/2/2021.

9. RSUs were awarded on 2/21/18 and vest in five equal installments over four years. The remaining vestings will occur on 2/21/21 and 2/21/22.

10. RSUs were awarded on 2/20/19 and vest in five equal installments over four years. The remaining vestings of 400 shares will occur on each 2/20/21, 2/20/22 and 2/20/23.

11. RSUs were awarded on 3/2/2020 and vest in five equal installments over four years. The remaining vestings will occur on 3/1/2021, 3/1/2022, 3/1/2023 and 3/1/2024.

12. The PSUs convert to Ordinary Shares on a one-for-one basis.

13. The PSUs were awarded on 2/20/2019 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/20/2020, 2/20/2021 and 2/20/2022. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

14. The PSUs were awarded on 3/2/2020 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 3/1/2021, 3/1/2022 and 3/1/2023. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

Remarks:

	/s/ Marlene Gordon, Attorney-in-fact for Helmuth Lutty	08/05/2020
	** 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).
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