Sec Form 4 Filing - Nelson Mark Joseph @ FARMER BROTHERS CO - 2015-11-25

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
Nelson Mark Joseph
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 Treasurer, CFO
(Last) (First) (Middle)
FARMER BROS. CO., 13601 NORTH FREEWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2015
(Street)
FORT WORTH, TX76177
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 11/25/2015 M( 1 ) 798 A $ 13.62 7,782 D
Common Stock, $1.00 par value 11/25/2015 S 798 D $ 29.6026 ( 2 ) 6,984 D
Common Stock, $1.00 par value 11/25/2015 M( 3 ) 3,806 A $ 21.33 10,790 D
Common Stock, $1.00 par value 11/25/2015 S 3,806 D $ 29.6026 ( 2 ) 6,984 D
Common Stock, $1.00 par value 11/27/2015 M( 3 ) 1,441 A $ 21.33 8,425 D
Common Stock, $1.00 par value 11/27/2015 S 1,441 D $ 29.6045 ( 4 ) 6,984 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 Sec urity 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
Stock Option (right to buy) $ 13.62 11/25/2015 M 798 ( 1 ) 05/09/2020 Common Stock 798 $ 0 50,013 D
Stock option (right to buy) $ 21.33 11/25/2015 M 3,806 ( 3 ) 12/12/2020 Common Stock 3,806 $ 0 46,207 D
Stock option (right to buy) $ 21.33 11/27/2015 M 1,441 ( 3 ) 12/12/2020 Common Stock 1,441 $ 0 44,766 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nelson Mark Joseph
FARMER BROS. CO.
13601 NORTH FREEWAY, SUITE 200
FORT WORTH, TX76177
Former Treasurer, CFO
Signatures
/s/ Thomas J. Mattei, Jr., Attorney-In-Fact for Mark J. Nelson 11/30/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exercise of non-qualified stock option granted on May 9, 2013 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule whereby two-thirds of the total number of shares issuable under the option, or 19,630 shares, were exercisable on May 9,2015 and one-third of the total number of shares issuable under the option, or 9,816 shares, have not vested and are not exercisable as of the transaction date of this report.
( 2 )Open market sale of shares from 11/25/2015 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of theexercise price of the option. This transaction was executed in multiple trades at prices ranging from $29.60 to $29.62; the price reported abovereflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares andprices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
( 3 )Exercise of non-qualified stock option granted on December 12, 2013 under the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The options vest pursuant to a three year vesting schedule based on the Company's achievement of performance targets whereby one-third of the total number of shares issuable under the option, or 6,265 shares, were exercisable on December 12, 2014 and two-thirds of the total number of shares issuable under the option, or 12,532 shares, have not vested and are not exercisable as of the transaction date of this report.
( 4 )Open market sale of shares from 11/27/2015 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the option. This transaction was executed in multiple trades at prices ranging from $29.60 to $29.6650; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

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