SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BETTI TAREK AHMAD

(Last)

(First)

(Middle)

C/O FRESH DEL MONTE PRODUCE INC

241 SEVILLA AVENUE

(Street)

CORAL GABLES

33134

(City)

(State)

(Zip)

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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/01/2024		M		714	A	$0	1,461	D
Ordinary Shares	03/01/2024		M		50	A	$0	1,511	D
Ordinary Shares	03/02/2024		M		538	A	$0	2,049	D
Ordinary Shares	03/02/2024		M		1,011	A	$0	3,060	D
Ordinary Shares	03/02/2024		M		957	A	$0	4,017	D
Ordinary Shares	03/02/2024		M		90	A	$0	4,107	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Units	⁽¹⁾	03/01/2024		M			50.8845	⁽¹⁾	⁽¹⁾	Ordinary Shares	50.8845	$0	438.9842⁽²⁾	D
Dividend Equivalent Units	⁽¹⁾	03/01/2024		D			88.204	⁽¹⁾	⁽¹⁾	Ordinary Shares	88.204	$0	350.7802⁽³⁾	D
Dividend Equivalent Units	⁽¹⁾	03/02/2024		M			90.4711	⁽¹⁾	⁽¹⁾	Ordinary Shares	90.4711	$0	260.3091⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	03/01/2024		M			714	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	714	$0	0	D
Restricted Stock Units	⁽⁵⁾	03/02/2024		M			538	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	538	$0	555	D
Restricted Stock Units	⁽⁵⁾	03/02/2024		M			1,011	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	1,011	$0	2,026	D
Performance Stock Units	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	1,943		1,943	D
Performance Stock Units	⁽⁹⁾	03/02/2024		M			957.6016	⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	957.6016	$0	986.7968	D
Performance Stock Units	⁽⁹⁾	03/02/2024		D			3,037⁽¹²⁾	⁽¹³⁾	⁽¹³⁾	Ordinary Shares	3,037	$0	0	D

Explanation of Responses:

1. Each Dividend Equivalent Unit ("DEU") represents a contingent right to receive one Ordinary Share of the Issuer. DEUs are subject to the same restrictions and vesting and/or performance criteria based on the underlying Restricted Stock Units ("RSUs") and/or Performance Stock Units ("PSUs") to which they relate.

2. A fractional share of DEUs on the RSUs vesting was paid in cash.

3. 88.204 DEUs were forfeited because the minimum performance criteria for the vesting of the underlying PSUs were not met.

4. A fractional share of DEUs on the RSUs and PSUs vesting was paid in cash.

5. The RSUs convert to Ordinary Shares on a one-for-one basis.

6. The RSUs were awarded on 3/1/2021 and vest in three equal installments over three years. The remaining vesting occurred on 3/1/2024.

7. RSUs were awarded on 6/15/2022 and vest in three equal annual installments over three years. The remaining vesting will occur on 3/2/2025.

8. The RSUs were awarded on 3/2/2023 and vest in three equal installments over three years. The remaining vestings will occur on 3/2/2025 and 3/2/2026.

9. The PSUs convert to Ordinary Shares on a one-for-one basis.

10. The PSUs were awarded on 3/1/2021 and are subject to meeting minimum performance criteria which was met at 91%. The PSUs vest in three equal annual installments. The remaining vesting will occur on 3/1/2024. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

11. The PSUs were awarded on 6/15/2022 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 6/15/2023, 3/2/2024 and 3/2/2025. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

12. The PSUs previously reported as acquired by the reporting person were forfeited because the minimum performance criteria required for vesting were not met.

13. The PSUs were awarded on 3/2/2023 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 3/2/2024, 3/2/2025 and 3/2/2026. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

Remarks:

	/s/ Effie D. Silva, Attorney-in-Fact for Tarek Betti	03/05/2024
	** Signature of Reporting Person	Date
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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