Sec Form 4 Filing - ABU-GHAZALEH MOHAMMAD @ FRESH DEL MONTE PRODUCE INC - 2013-08-08

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)
08/08/2013
(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 08/08/2013 M 3,579 A $ 23.965 5,314,034 D
Ordinary Shares 08/08/2013 M 32,200 A $ 23.815 5,346,234 D
Ordinary Shares 08/08/2013 S 35,779 D $ 29.5269 ( 1 ) 5,310,455 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
Employee Options (Right to Buy) ( 2 ) $ 23.965 08/08/2013 M 3,579 ( 3 ) 05/02/2017 Ordinary Shares 3,579 $ 0 0 D
Employee Options (Right to Buy) ( 2 ) $ 23.815 08/08/2013 M 32,200 ( 3 ) 04/28/2014 Ordinary Shares 32,200 $ 0 0 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/ Louie Tenazas, Attorney-in-fact for Mohammad Abu-Ghazaleh 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This represents the weighted average sales price of the shares. The shares were sold at prices ranging from $29.46 to $29.65. Mr. Abu-Ghazaleh will provide, upon request of the SEC staff, Fresh Del Monte Produce Inc., or a shareholder of Fresh Del Monte Produce Inc., complete information regarding the number of shares sold at each price within the range.
( 2 )Option exercises and share sales executed pursuant to a Rule 10b5-1 plan.
( 3 )The option is currently exercisable with respect to all underlying shares.

Remarks:
The reporting person is a party to that certain Amendment No. 2 to Amended and Restated Voting Agreement which has been filed as Exhibit 16 to Schedule 13D/A filed with the Securities and Exchange Commission on March 17, 2011 and, as a result, may be deemed to be a member of a Section 13(d) group owning more than 10% of the issuer's outstanding ordinary shares. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for any purpose, a member of a group with respect to the issuer or securities of the issuer. The reporting person disclaims beneficial ownership of the securities owned by any other parties to the Schedule 13D/A described above, except to the extent of the pecuniary interest of such person in such securities.

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