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^*

Zakharia Youssef

(Last)

(First)

(Middle)

C/O FRESH DEL MONTE PRODUCE INC.

P.O. BOX 14922

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

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		64⁽¹⁾	A	$0	12,557	D
Ordinary Shares	08/03/2020		M		1,500⁽²⁾	A	$0	14,057	D
Ordinary Shares	08/03/2020		S⁽³⁾		620	D	$23.13	13,437	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	⁽⁴⁾	08/03/2020		M			64	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	64	$0	2,973.6002	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	08/03/2020		M			1,500	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	1,500	$0	0	D
Restricted Stock Units	⁽⁶⁾							⁽⁸⁾	⁽⁸⁾	Ordinary Shares	3,200		3,200	D
Restricted Stock Units	⁽⁶⁾							⁽⁹⁾	⁽⁹⁾	Ordinary Shares	12,000		12,000	D
Restricted Stock Units	⁽⁶⁾							⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	14,880		14,880	D
Performance Stock Units	⁽¹¹⁾							⁽¹²⁾	⁽¹²⁾	Ordinary Shares	5,000		5,000	D
Performance Stock Units	⁽¹¹⁾							⁽¹³⁾	⁽¹³⁾	Ordinary Shares	5,000		5,000	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁴⁾	⁽¹⁴⁾	Ordinary Shares	5,000		5,000	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁵⁾	⁽¹⁵⁾	Ordinary Shares	4,750		4,750	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁶⁾	⁽¹⁶⁾	Ordinary Shares	4,000		4,000	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁷⁾	⁽¹⁷⁾	Ordinary Shares	14,208		14,208	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁸⁾	⁽¹⁸⁾	Ordinary Shares	15,000		15,000	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁹⁾	⁽¹⁹⁾	Ordinary Shares	18,599		18,599	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. Reflects shares sold for taxes payable upon the vesting of RSUs.

4. 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.

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 three are remaining on each of 8/3/2018, 8/3/2019 and 8/3/2020.

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

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

8. 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.

9. 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.

10. 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.

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

12. The PSUs were awarded 11/2/2011 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 11/2/2012, 11/2/2013 and 11/2/2014. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

13. The PSUs were awarded 2/20/2013 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/20/2014, 2/20/2015 and 2/20/2016. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

14. The PSUs were awarded 2/19/2014 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/19/2015, 2/19/2016 and 2/19/2017. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

15. The PSUs were awarded 2/18/2015 subject to meeting minimum performance criteria, which was met at 95%. The PSUs vest in three equal annual installments on each of 2/18/2016, 2/18/2017 and 2/18/2018. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

16. The PSUs were awarded 2/24/2016 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/24/2017, 2/24/2018 and 2/24/2019. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

17. The PSUs were awarded on 2/22/2017 subject to meeting minimum performance criteria, which was met at 88.8%. The PSUs vest between 2/22/2018 and 2/22/2020, of which the last traunch vested on 2/22/2020. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

18. The PSUs were awarded 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.

19. 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 Youssef Zakharia	08/05/2020
	** Signature of Reporting Person	Date
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