Sec Form 4 Filing - Maserang II D Deverl @ FARMER BROTHERS CO - 2023-09-13

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Maserang II D Deverl
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
_____ Officer (give title below) X __ Other (specify below)
Former Director and CEO
(Last) (First) (Middle)
1912 FARMER BROTHERS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/13/2023
(Street)
NORTHLAKE, TX76262
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 09/13/2023 A( 1 ) 123,453 A $ 0 372,043 ( 2 ) D
Common Stock 09/15/2023 G 198,527 D $ 0 ( 3 ) 173,516 D
Common Stock 10/01/2023 J( 4 ) 118,919 D $ 0 54,597 D
Common Stock 330,953 I Held in the Maserang Living Trust
Common Stock 9,209.139 I Held in the Company's 401(k) Plan
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maserang II D Deverl
1912 FARMER BROTHERS DRIVE
NORTHLAKE, TX76262
Former Director and CEO
Signatures
/s/ Jared Vitemb, Attorney-in-fact for D. Deverl Maserang II 10/19/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of performance-based restricted stock units pursuant to award for the FY2021-FY2023 performance period.
( 2 )Since November 2019, the reporting person's direct ownership totals have incorrectly included 13,000 shares owned indirectly by the Maserang Living Trust.
( 3 )Bona fide gift for no consideration to Maserang Living Trust.
( 4 )Pursuant to the terms of restricted stock units granted on 9/13/2021 and 11/01/2022, all unvested shares pertaining to those grants (being 37,538 and 117,187 shares, respectively) would be forfeited on separation from service. However, as previously reported on the Issuer's Form 8-K, 35,806 shares relating to the 11/01/2022 grant were accelerated and vested effective 10/1/23. As such, a total of 118,919 shares were forfeited on 10/01/2023 in connection with reporting person's separation from service.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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