Sec Form 4/A Filing - Zakharia Youssef @ FRESH DEL MONTE PRODUCE INC - 2020-02-20

FORM 4/A 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 Zakharia Youssef 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 (Last) (First) (Middle) C/O FRESH DEL MONTE PRODUCE INC., P.O. BOX 14922 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2020 (Street) CORAL GABLES, FL33114 4. If Amendment, Date Original Filed (MM/DD/YY) 02/24/2020 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 02/20/2020 M 4,000 A $ 0 11,071 ( 1 ) D Ordinary Shares 02/20/2020 M 18 A $ 0 11,089 ( 1 ) D Ordinary Shares 02/20/2020 S( 2 ) 1,804 D $ 30.85 9,285 ( 1 ) 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 Dividend Equivalent Units ( 3 ) 02/20/2020 M 18 ( 3 ) ( 3 ) Ordinary Shares 18 $ 0 2,564 ( 1 ) D Restricted Stock Units $ 0 ( 4 ) 02/20/2020 M 4,000 ( 5 ) ( 5 ) Ordinary Shares 4,000 $ 0 12,000 D Performance Stock Units ( 6 ) ( 7 ) ( 8 ) ( 8 ) Ordinary Shares 14,208 14,208 D Performance Stock Units ( 6 ) ( 7 ) ( 9 ) ( 9 ) Ordinary Shares 15,000 15,000 D Restricted Stock Units ( 6 ) ( 4 ) ( 10 ) ( 10 ) Ordinary Shares 4,800 4,800 D Restricted Stock Units ( 6 ) ( 4 ) ( 11 ) ( 11 ) Ordinary Shares 1,500 1,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zakharia Youssef C/O FRESH DEL MONTE PRODUCE INC. P.O. BOX 14922 CORAL GABLES, FL33114 President and COO Signatures /s/ Martha Jeifetz, Attorney-in-fact for Youssef Zakharia 02/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The original Form 4, filed on February 24, 2020, is being amended to reflect the correct amounts of securities beneficially owned following the reported transactions. Except as described in Footnote 6, there were no other changes to the Form 4. ( 2 )Reflects shares sold for taxes payable upon the vesting of RSUs. ( 3 )Dividend Equivalent Units (DEUs) were granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each DEU represents a contingent right to receive one ordinary share of FDP. The DEUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of FDP. Provided such criteria are met, the DEUs will vest in three equal annual installments based on the underlying Restricted Stock Units (RSUs). ( 4 )The Restricted Stock Units ("RSUs") convert to Ordinary Shares on a one-for-one basis. ( 5 )RSUs were awarded on 2/20/19 and vested in five equal installments over four years. The remaining vestings will occur on each 2/20/20, 2/20/21, 2/20/22 and 2/20/23. ( 6 )The Original Form 4 is also being amended to include information on the other securities beneficially owned by the Reporting Person. Except as described in Footnote 1, there were no other changes to the Original Form 4. ( 7 )The Performance Stock Units ("PSUs") convert to Ordinary Shares on a one-for-one basis. ( 8 )The PSUs were subject to meeting minimum performance criteria set by the compensation Committee of the Board of Directors of FDP, which was met at 88.8%. The PSUs vest in three equal annual installments on each of 2/22/2018, 2/22/2019 and 2/20/2020. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment. ( 9 )The PSUs were subject to meeting minimum performance criteria set by the compensation Committee of the Board of Directors of FDP, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/20/2020, 2/20/2021 and 2/20/2021. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment. ( 10 )RSUs were awarded on 2/21/18 and vested in five equal installments over four years. The remaining vestings will occur on each 2/21/20, 2/21/21 and 2/21/22. ( 11 )The RSUs were awarded on 8/3/2016 and vest in five equal installments over four years of which one is remaining on 8/3/2020.

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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