Sec Form 4 Filing - ABU-GHAZALEH MOHAMMAD @ FRESH DEL MONTE PRODUCE INC - 2018-03-01

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
ABU-GHAZALEH MOHAMMAD
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
(Last) (First) (Middle)
C/O FRESH DEL MONTE PRODUCE INC., P.O. BOX 149222
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2018
(Street)
CORAL GABLES, FL33114
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
Ordinary Shares 03/01/2018 M 42,042 A $ 0 ( 1 ) 5,376,410 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 (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
Performance Stock Units ( 2 ) $ 33.4 4 03/01/2018 M 16,411 ( 3 ) ( 4 ) Ordinary Shares 16,411 $ 0 0 D
Performance Stock Units ( 2 ) $ 38.99 03/01/2018 M 13,632 ( 5 ) ( 4 ) Ordinary Shares 13,632 $ 0 13,633 ( 5 ) D
Performance Stock Units $ 56.52 03/01/2018 M 11,999 ( 6 ) ( 4 ) Ordinary Shares 11,999 $ 0 26,986 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ABU-GHAZALEH MOHAMMAD
C/O FRESH DEL MONTE PRODUCE INC.
P.O. BOX 149222
CORAL GABLES, FL33114
X X Chairman and CEO
Signatures
/s/ Bruce Jordan, Attorney-in-fact for Mohammad Abu-Ghazaleh 03/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of ordinary shares that were acquired in connection with the Performance Stock Units (PSUs) and corresponding Dividend Equivalent Units (DEUs) listed in Table II.
( 2 )PSUs are granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan and are eligible to earn DEUs. Each PSU and DEU represent a contingent right to receive one ordinary share of FDP. The PSUs and corresponding DEUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of FDP.
( 3 )These remaining PSUs and corresponding DEUs are fully vested.
( 4 )PSUs and associated DEUs do not have an expiration date.
( 5 )These remaining PSUs and corresponding DEUs will vest 2/24/2019.
( 6 )These remaining PSUs and corresponding DEUs will vest in two equal annual installments on 2/22/2019 and 2/22/2020.

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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