0000034563-17-000124.txt : 20171204 0000034563-17-000124.hdr.sgml : 20171204 20171204193405 ACCESSION NUMBER: 0000034563-17-000124 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171110 FILED AS OF DATE: 20171204 DATE AS OF CHANGE: 20171204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATTEI THOMAS J JR CENTRAL INDEX KEY: 0001627453 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34249 FILM NUMBER: 171238389 MAIL ADDRESS: STREET 1: P O BOX 77057 CITY: FORT WORTH STATE: TX ZIP: 76177 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FARMER BROTHERS CO CENTRAL INDEX KEY: 0000034563 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 950725980 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1912 FARMER BROTHERS DRIVE CITY: NORTHLAKE STATE: TX ZIP: 76262 BUSINESS PHONE: 888 998 2468 MAIL ADDRESS: STREET 1: P O BOX 77057 CITY: FORT WORTH STATE: TX ZIP: 76177 4/A 1 wf-form4a_151243403127444.xml FORM 4/A X0306 4/A 2017-11-10 2017-11-14 0 0000034563 FARMER BROTHERS CO FARM 0001627453 MATTEI THOMAS J JR FARMER BROS. CO. 1912 FARMER BROTHERS DRIVE NORTHLAKE TX 76262 0 1 0 0 GEN COUNSEL, ASST. SECRETARY Performance-Based Restricted Stock Units (PBRSUs) 31.7 2017-11-10 4 A 0 2954 0 A 2024-11-10 Common Stock 2954.0 2954 D Stock Option (right to buy) 31.7 2017-11-10 4 A 0 8995 0 A 2024-11-10 Common Stock 8995.0 38244 D Stock Option (right to buy) 32.85 2017-11-10 4 D 0 1953 0 D 2023-11-10 Common Stock 1953.0 36291 D Corrected number of PBRSUs granted. Grant of performance-based restricted stock units ("PBRSUs") under the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the "Plan"). The target number of PBRSUs is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the PBRSUs are scheduled to vest based on achievement of certain financial performance goals for the performance period July 1, 2017 through June 30, 2020. At the end of the three-year performance period, the number of PBRSUs that actually vest will be 0% to 150% of the target amount, depending on the extent to which Farmer Bros. Co. meets or exceeds certain financial performance goals measured over the full three-year performance period. The maximum number of PBRSUs that may vest at the end of the three-year performance period is 4,431 (150% of the target amount). Corrected number of PBRSUs beneficially owned after the reported transaction. Corrected number of shares issuable under the stock option granted. Grant of non-qualified stock option under the Plan; the stock option vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, commencing on November 10, 2018, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances. Corrected number of shares issuable under stock options beneficially owned after the reported transaction. Forfeiture of performance-based non-qualified stock options ("PNQs") granted to the Reporting Person on 11/10/2016 under the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan that were eligible to vest based on time and the achievement of certain financial performance objectives. Upon grant, the target vesting amount was reported in Table II of Form 4 filed with the SEC on 11/14/2016. On 11/10/2017, based on the Issuer's failure to achieve certain financial performance objectives over the applicable performance period, a total of 1,953 PNQs were forfeited. Of the remaining 7,815 PNQs subject to the award, as of 11/10/2017, 2,605 PNQs have vested and 5,210 PNQs remain eligible to vest. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, one half of the remaining PNQs are scheduled to vest on each of 11/10/2018 and 11/10/2019. This Form 4 is being amended to report the corrected number of PBRSUs and shares issuable under non-qualified stock option granted to the Reporting Person on November 10, 2017, the corrected maximum number of PBRSUs that may vest at the end of the performance period, and the corrected number of PBRSUs and shares issuable under stock options beneficially owned after the reported transactions. Due to a computational error, the original filing on November 14, 2017 reported an incorrect number of PBRSUs and shares issuable under non-qualified stock option granted, an incorrect maximum number of PBRSUs that may vest at the end of the performance period, and an incorrect number of PBRSUs and shares issuable under stock options beneficially owned after the reported transactions. /s/ Thomas J. Mattei, Jr. 2017-12-04