Sec Form 4 Filing - MORTENSEN THOMAS W @ FARMER BROTHERS CO - 2014-02-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MORTENSEN THOMAS W 2. Issuer Name and Ticker or Trading Symbol FARMER BROTHERS CO [ FARM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SR. VICE PRES.OF ROUTE SALES (Last) (First) (Middle) FARMER BROS. CO., 20333 S. NORMANDIE AVE. 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2014 (Street) TORRANCE, CA90502 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock, $1.00 Par Value 02/14/2014 M 3,035 A $ 18.41 25,455 D Common Stock, $1.00 Par Value 02/14/2014 M 3,035 A $ 18.03 28,490 D Common Stock, $1.00 Par Value 02/14/2014 M 2,023 A $ 7.32 30,513 D Common Stock, $1.00 Par Value 02/14/2014 M 6,666 A $ 6.96 37,179 D Common Stock, $1.00 Par Value 02/14/2014 M 1,456 A $ 11.81 38,635 D Common Stock, $1.00 Par Value 02/14/2014 S 16,215 D $ 20.9814 ( 1 ) 22,420 D Common Stock, $1.00 Par Value 02/18/2014 M 2,090 A $ 11.81 24,510 D Common Stock, $1.00 Par Value 02/18/2014 S 2,090 D $ 20.98 ( 2 ) 22,420 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 18.41 02/14/2014 M 3,035 ( 3 ) 12/10/2016 Common Stock 3,035 $ 0 50,697 D Stpck Option (right to buy) $ 18.03 02/14/2014 M 3,035 ( 4 ) 12/09/2017 Common Stock 3,035 $ 0 47,662 D Stock Option (right to buy) $ 7.32 02/14/2014 M 2,023 ( 5 ) 12/08/2018 Common Stock 2,023 $ 0 45,639 D Stock Option (right to buy) $ 6.96 02/14/2014 M 6,666 ( 6 ) 05/11/2019 Common Stock 6,666 $ 0 38,973 D Stock Option (right to buy) $ 11.81 02/14/2014 M 1,456 ( 7 ) 12/07/2019 Common Stock 1,456 $ 0 37,517 D Stock Option (right to buy) $ 11.81 02/18/2014 M 2,090 ( 7 ) 12/07/2019 Common Stock 2,090 $ 0 35,427 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORTENSEN THOMAS W FARMER BROS. CO. 20333 S. NORMANDIE AVE. TORRANCE, CA90502 SR. VICE PRES.OF ROUTE SALES Signatures /s/ Thomas J. Mattei, Jr., Attorney-In-Fact for Thomas W. Mortensen 02/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Open market sale of shares from 2/14/2014 stock option exercises, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the options. This transaction was executed in multiple trades at prices ranging from $20.98 to $21.00; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. The reporting person continues to meet the Company's stock ownership guidelines. ( 2 )Open market sale of shares from 2/18/2014 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the options. This transaction was e xecuted in a single trade at a sale price of $20.98. The reporting person continues to meet the Company's stock ownership guidelines. ( 3 )Exercise of non-qualified stock option granted on 12/10/2009 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vested pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 12/10/2010, 12/10/2011 and 12/10/2012. ( 4 )Exercise of non-qualified stock option granted on 12/9/2010 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vested pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 12/9/2011, 12/9/2012 and 12/9/2013. ( 5 )Exercise of non-qualified stock option granted on 12/8/2011 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 12/8/2012 and 12/8/2013. One-third of the total number of shares, or 1,012 shares, issuable under the option have not vested and are not exercisable as of the transaction date of this report. ( 6 )Exercise of non-qualified stock option granted on 5/11/2012 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable on 5/11/2013 and two-thirds of the total number of shares issuable under the option, or 13,334 shares, have not vested and are not exercisable as of the transaction date of this report. ( 7 )Exercise of non-qualified stock option granted on 12/7/2012 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule whereby one-third of the total number of shares issuable under the option, or 3,546 shares, became exercisable on 12/7/2013 and two-thirds of the total number of shares issuable under the option, or 7,092 shares, have not vested and are not exercisable as of the transaction date of this report.

Remarks: .

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.