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).
  
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1. Name and Address of Reporting Person*
ABU-GHAZALEH MOHAMMAD

(Last) (First) (Middle)
C/O FRESH DEL MONTE PRODUCE INC.
241 SEVILLA AVENUE

(Street)
CORAL GABLES FL 33134

(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
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 03/01/2024 M 10,000 A $0 6,945,443 D
Ordinary Shares 03/01/2024 M 20,113 A $0 6,965,556 D
Ordinary Shares 03/01/2024 M 18,302 A $0 6,983,858 D
Ordinary Shares 03/01/2024 M 3,573 A $0 6,987,431 D
Ordinary Shares 03/02/2024 M 7,565 A $0 6,994,996 D
Ordinary Shares 03/02/2024 M 32,646 A $0 7,027,642 D
Ordinary Shares 03/02/2024 A 1,355 A $0 7,028,997 D
Ordinary Shares 20,000 I Held by Spouse
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
Dividend Equivalent Units (1) 03/01/2024 M 3,573.7384 (1) (1) Ordinary Shares 3,573.7384 $0 4,506.4038(2) D
Dividend Equivalent Units (1) 03/02/2024 M 1,355.9511 (1) (1) Ordinary Shares 1,355.9511 $0 3,150.4527(2) D
Dividend Equivalent Units (1) 03/01/2024 D 1,539.6579(3) (1) (1) Ordinary Shares 1,539.6579 $0 1,610.7948 D
Employee Stock Options (Right to Buy) $28.89 (4) 04/30/2024 Ordinary Shares 64,400 64,400 D
Restricted Stock Unit (5) 03/01/2024 M 10,000 (6) (6) Ordinary Shares 10,000 $0 0 D
Restricted Stock Units (5) 03/01/2024 M 20,113 (7) (7) Ordinary Shares 20,113 $0 0 D
Restricted Stock Units (5) 03/02/2024 M 7,565 (8) (8) Ordinary Shares 7,565 $0 15,155 D
Performance Stock Units (9) 03/01/2024 M 18,302.5035 (10) (10) Ordinary Shares 18,302.5035 $0 0 D
Performance Stock Units (9) 03/02/2024 M 32,646.1435 (11) (11) Ordinary Shares 32,646.1435 $0 33,634.713 D
Performance Stock Units (9) 03/02/2024 D 53,013(12) (12) (12) Ordinary Shares 53,013 $0 0 D
Performance Stock Units (9) 03/01/2024 A 164,136 (13) (13) Ordinary Shares 164,136 $0 164,136 D
Explanation of Responses:
1. Each Dividend Equivalent Unit ("DEUs") 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 Restricted Stock Units ("RSUs") and/or Performance Stock Units ("PSUs") to which they relate.
2. A fractional share of DEUs on the RSUs and PSUs vesting was paid in cash.
3. 1539.6579 DEUs were forfeited because the minimum performance criteria for the vesting of the underlying PSUs were not met.
4. These options are fully vested and exercisable.
5. The RSUs convert to Ordinary Shares on a one-for-one basis.
6. The RSUs were awarded on 3/20/2020 and vest in five equal installments over four years. The remaining vesting occurred on 3/1/2024.
7. The RSUs were awarded on 3/1/2021 and vest in three equal installments over three years. The remaining vesting occurred on 3/1/2024.
8. The RSUs were awarded on 3/2/2023 and vest in three equal installments over three years. The remaining vestings will occur on 3/2/2025 and 3/2/2026.
9. The PSUs convert to Ordinary Shares on a one-for-one basis.
10. The PSUs were awarded on 3/1/2021 and subject to meeting minimum performance criteria which was met at 91%. The PSUs vested in three equal annual installments. The remaining vesting occurred on 3/1/2024.
11. The PSUs were awarded on 7/6/2022 and subject to meeting minimum performance criteria which was met at 97.3%. The PSUs vest in three equal installments. The remaining vesting occurs on 3/2/2025.
12. The PSUs previously reported as acquired by the reporting person were forfeited because the minimum performance criteria required for vesting were not met.
13. The PSUs were awarded on 3/1/2024 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 3/1/2025, 3/1/2026 and 3/1/2027.
Remarks:
/s/ Effie D. Silva, Attorney-in-Fact for Mohammad Abu-Ghazaleh 03/05/2024
** 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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