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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Zakharia Youssef

(Last)

(First)

(Middle)

C/O FRESH DEL MONTE PRODUCE INC.

P.O. BOX 14922

(Street)

CORAL GABLES

33114

(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)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2021

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	02/22/2021		M		4,000	A	$0	17,437	D
Ordinary Shares	02/22/2021		M		1,600	A	$0	19,037	D
Ordinary Shares	02/22/2021		M		114	A	$0	19,151	D
Ordinary Shares	02/22/2021		S⁽¹⁾		1,851	D	$25.71	17,300	D
Ordinary Shares	02/22/2021		S⁽¹⁾		735	D	$25.71	16,565	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	⁽²⁾	02/22/2021		M			114	⁽²⁾	⁽²⁾	Ordinary Shares	114	$0	3,554.8⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	02/22/2021		M			1,600	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	1,600	$0	1,600	D
Restricted Stock Units	⁽⁴⁾	02/22/2021		M			4,000	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	4,000	$0	8,000	D
Restricted Stock Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Ordinary Shares	14,880		14,880	D
Performance Stock Units	⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Ordinary Shares	5,000		5,000	D
Performance Stock Units	⁽⁸⁾							⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	5,000		5,000	D
Performance Stock Units	⁽⁸⁾							⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	5,000		5,000	D
Performance Stock Units	⁽⁸⁾							⁽¹²⁾	⁽¹²⁾	Ordinary Shares	4,750		4,750	D
Performance Stock Units	⁽⁸⁾							⁽¹³⁾	⁽¹³⁾	Ordinary Shares	4,000		4,000	D
Performance Stock Units	⁽⁸⁾							⁽¹⁴⁾	⁽¹⁴⁾	Ordinary Shares	14,208		14,208	D
Performance Stock Units	⁽⁸⁾							⁽¹⁵⁾	⁽¹⁵⁾	Ordinary Shares	15,000		15,000	D
Performance Stock Units	⁽⁸⁾							⁽¹⁶⁾	⁽¹⁶⁾	Ordinary Shares	18,599		18,599	D

Explanation of Responses:

1. Reflects shares sold for taxes payable upon the vesting of Restricted Share Units ("RSUs").

2. Each Dividend Equivalent Unit ("DEUs") represent a contingent right to receive one ordinary share of FDP. DEUs are subject to the same restrictions and vesting and/or performance criteria based on the underlying RSUs and/or Performance Stock Units ("PSUs") to which they relate.

3. Upon the vesting of the Restricted Stock Units, a fractional share of related DEUs was paid in cash to the Reporting Person.

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

5. RSUs were awarded on 2/21/18 and vest in five equal installments over four years. The remaining vesting will occur on 2/21/22.

6. RSUs were awarded on 2/20/19 and vest in five equal installments over four years. The remaining vestings of 400 shares will occur on 2/20/22 and 2/20/23.

7. RSUs were awarded on 3/2/2020 and vest in five equal installments over four years. The remaining vestings will occur on 3/1/2021, 3/1/2022, 3/1/2023 and 3/1/2024.

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

9. The PSUs were awarded 11/2/2011 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 11/2/2012, 11/2/2013 and 11/2/2014. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

10. The PSUs were awarded 2/20/2013 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/20/2014, 2/20/2015 and 2/20/2016. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

11. The PSUs were awarded 2/19/2014 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/19/2015, 2/19/2016 and 2/19/2017. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

12. The PSUs were awarded 2/18/2015 subject to meeting minimum performance criteria, which was met at 95%. The PSUs vest in three equal annual installments on each of 2/18/2016, 2/18/2017 and 2/18/2018. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

13. The PSUs were awarded 2/24/2016 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/24/2017, 2/24/2018 and 2/24/2019. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

14. The PSUs were awarded on 2/22/2017 subject to meeting minimum performance criteria, which was met at 88.8%. The PSUs vest between 2/22/2018 and 2/22/2020, of which the last traunch vested on 2/22/2020. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

15. The PSUs were awarded 2/20/2019 subject to meeting minimum performance criteria, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/20/2020, 2/20/2021 and 2/20/2022. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

16. The PSUs were awarded on 3/2/2020 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 3/1/2021, 3/1/2022 and 3/1/2023. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

Remarks:

	/s/ Marlene Gordon, Attorney-in-fact for Youssef Zakharia	02/24/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.