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^*

ABU-GHAZALEH MOHAMMAD

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2023

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	07/06/2023		M		591	A	$0	6,902,797	D
Ordinary Shares	07/06/2023		M		32,646	A	$0	6,935,443	D
Ordinary Shares								20,000	I	Held by Spouse

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⁾	07/06/2023		D			49.7532⁽²⁾	⁽¹⁾	⁽¹⁾	Ordinary Shares	49.7532	$0	5,472.2014	D
Dividend Equivalent Units	⁽¹⁾	07/06/2023		M			591.7227	⁽¹⁾	⁽¹⁾	Ordinary Shares	591.7227	$0	4,880.4787⁽³⁾	D
Employee Stock Options (Right to Buy)	$28.89							⁽⁴⁾	04/30/2024	Ordinary Shares	64,400		64,400	D
Restricted Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Ordinary Shares	10,000		10,000	D
Restricted Stock Units	⁽⁵⁾							⁽⁷⁾	⁽⁷⁾	Ordinary Shares	20,113		20,113	D
Restricted Stock Unit	⁽⁵⁾							⁽⁸⁾	⁽⁸⁾	Ordinary Shares	22,720		22,720	D
Performance Stock Units	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	18,302.5035		18,302.5035	D
Performance Stock Units	⁽⁹⁾	07/06/2023		D			2,745⁽¹¹⁾	⁽¹²⁾	⁽¹²⁾	Ordinary Shares	2,745	$0	98,927	D
Performance Stock Units	⁽⁹⁾	07/06/2023		M			32,646.1435	⁽¹²⁾	⁽¹²⁾	Ordinary Shares	32,646.1435	$0	66,280.8565⁽³⁾	D
Performance Stock Units	⁽⁹⁾							⁽¹³⁾	⁽¹³⁾	Ordinary Shares	53,013		53,013	D

Explanation of Responses:

1. Each Dividend Equivalent Unit ("DEUs") 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. These DEUs were cancelled since performance criteria on underlying PSUs were met at 97.3%.

3. .8662 DEUs were deducted from the total due to fractional shares being paid in cash.

4. Stock Options are fully vested.

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

6. The RSUs were awarded on 3/2/2020 and vest in five equal installments over four years. The remaining vesting will occur on 3/1/2024.

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

8. The RSUs were awarded on 3/2/2023 and vest in three equal installments on 3/2/2024, 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 subject to meeting minimum performance criteria which was met at 91%. The PSUs vest in three equal annual installments on each of 3/1/2022, 3/1/2023 and 3/1/2024.

11. Since the performance criteria was met at 97.3%, 2,745 PSUs previously reported on Form 4 were cancelled.

12. The PSUs were awarded on 7/6/2022 and subject to meeting minimum performance criteria which was met at 97.3%. Once earned, the PSUs vest in three equal installments on each of 7/6/2023, 3/2/2024 and 3/2/2025.

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.

Remarks:

	/s/ Effie D. Silva, Attorney-in-Fact for Mohammad Abu-Ghazaleh	07/10/2023
	** 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.