| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/21/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 02/21/2020 | M | 1,600 | A | $0 | 10,885 | D | |||
| Ordinary Shares | 02/21/2020 | M | 31 | A | $0 | 10,916 | D | |||
| Ordinary Shares | 02/21/2020 | S(1) | 665 | D | $28.5 | 10,251 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 02/21/2020 | M | 1,600 | (3) | (3) | Ordinary Shares | 1,600 | $0 | 3,200 | D | ||||
| Dividend Equivalent Units | (4) | 02/21/2020 | M | 31 | (4) | (4) | Ordinary Shares | 31 | $0 | 2,532 | D | ||||
| Restricted Stock Units | (2) | (5) | (5) | Ordinary Shares | 1,500 | 1,500 | D | ||||||||
| Performance Stock Units | (6) | (7) | (7) | Ordinary Shares | 14,208 | 14,208 | D | ||||||||
| Restricted Stock Units | (2) | (8) | (8) | Ordinary Shares | 12,000 | 12,000 | D | ||||||||
| Performance Stock Units | (6) | (9) | (9) | Ordinary Shares | 15,000 | 15,000 | D | ||||||||
| Explanation of Responses: |
| 1. Reflects shares sold for taxes payable upon the vesting of RSUs. |
| 2. The Restricted Stock Units ("RSUs") convert to Ordinary Shares on a one-for-one basis. |
| 3. RSUs were awarded on 2/21/18 and vested in five equal installments over four years. The remaining vestings will occur on each 2/21/20, 2/21/21 and 2/21/22. |
| 4. Dividend Equivalent Units (DEUs) were granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each DEU represents a contingent right to receive one ordinary share of FDP. The DEUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of FDP. Provided such criteria are met, the DEUs will vest in three equal annual installments based on the underlying Restricted Stock Units (RSUs). |
| 5. The RSUs were awarded on 8/3/2016 and vest in five equal installments over four years of which one is remaining on 8/3/2020. |
| 6. The Performance Stock Units ("PSUs") convert to Ordinary Shares on a one-for-one basis. |
| 7. The PSUs were subject to meeting minimum performance criteria set by the compensation Committee of the Board of Directors of FDP, which was met at 88.8%. The PSUs vest in three equal annual installments on each of 2/22/2018, 2/22/2019 and 2/20/2020. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment. |
| 8. RSUs were awarded on 2/20/19 and vested in five equal installments over four years. The remaining vestings will occur on 2/20/21, 2/20/22 and 2/20/23. |
| 9. The PSUs were subject to meeting minimum performance criteria set by the compensation Committee of the Board of Directors of FDP, which was met at 100%. The PSUs vest in three equal annual installments on each of 2/20/2020, 2/20/2021 and 2/20/2021. 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 | 02/25/2020 | |
| ** 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. | ||