Sec Form 4 Filing - Grossman Jeanne Farmer @ FARMER BROTHERS CO - 2017-12-08

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
Grossman Jeanne Farmer
2. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [ FARM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
FARMER BROS. CO., 1912 FARMER BROTHERS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2017
(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, $1.00 par value 12/08/2017 A 1,901 A $ 0 ( 1 ) 18,874 D
Common Stock, $1.00 par value 1,169,236 I Trusts ( 2 )
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
Grossman Jeanne Farmer
FARMER BROS. CO.
1912 FARMER BROTHERS DRIVE
NORTHLAKE, TX76262
X
Signatures
/s/ Thomas J. Mattei Jr., Attorney-In-Fact for Jeanne Farmer Grossman 12/12/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of restricted stock under the Farmer Bros. Co. 2017 Long-Term Incentive Plan ("Plan"), granted on December 8, 2017 ("Grant Date"); the restricted stock cliff vests on the earlier of (i) the one year anniversary of the Grant Date or (ii) the date of the first annual meeting of the Company's stockholders immediately following the Grant Date (as applicable, the "Vesting Date"), subject to continued service to the Company through the Vesting Date and the acceleration provisions of the Plan and restricted stock grant agreement.
( 2 )Reflects the Reporting Person's beneficial ownership of shares of Common Stock held in various family trusts of which the Reporting Person is the sole trustee, co-trustee, beneficiary, and/or settlor, as reported in the Issuer's Definitive Proxy statement on Schedule 14A filed with the SEC on October 27, 2017, after giving effect to subsequent transactions by the Reporting Person.

Remarks:
Ex. 24 Power of Attorney attached.

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