Sec Form 4 Filing - Farmer Richard F @ FARMER BROTHERS CO - 2015-12-15

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
Farmer Richard F
2. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [ FARM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FARMER BROS. CO., 13601 NORTH FREEWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2015
(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 12/15/2015 S 258 D $ 31.95 3,329,421 ( 1 ) I TRUSTEE ( 2 )
Common Stock, $1.00 par value 12/16/2015 S 11,000 D $ 31.9832 ( 3 ) 3,318,421 ( 1 ) I TRUSTEE ( 2 )
Common Stock, $1.00 par value 12/17/2015 S 562 D $ 31.95 3,317,859 ( 1 ) I TRUSTEE ( 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
Farmer Richard F
C/O FARMER BROS. CO.
13601 NORTH FREEWAY, SUITE 200
FORT WORTH, TX76177
X
Signatures
/S/Richard F. Farmer 12/17/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the Reporting Person's beneficial ownership of shares of Common Stock as a member of the Farmer Group (as defined in Schedule 13D/A filed with the SEC on September 21, 2006), as reported in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on October 28, 2015, after giving effect to the reported transaction and the sale transactions reported by the Reporting Person in his Form 4 relating to the Common Stock filed with the SEC on December 10, 2015.
( 2 )The shares of Common Stock were sold directly by a trust of which the Reporting Person is the sole settlor, trustee and beneficiary. This sale was made pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
( 3 )This transaction was executed in multiple trades at prices ranging from $31.95 to $32.10; 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 these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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