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^*

Abbas Mohammed

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2023

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	02/20/2023		M		400	A	$0	15,489	D
Ordinary Shares	02/20/2023		M		23	A	$0	15,512	D
Ordinary Shares	02/22/2023		S⁽¹⁾		127	D	$30.18	15,385	D
Ordinary Shares								5,000	I	By Spouse⁽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 (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	⁽³⁾	02/20/2023		M			23⁽⁴⁾	⁽³⁾	⁽³⁾	Ordinary Shares	23	$0	1,545.1729⁽⁵⁾	D
Restricted Stock Unit	⁽⁶⁾	02/20/2023		M			400	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	400	$0	0	D
Restricted Stock Units	⁽⁶⁾							⁽⁸⁾	⁽⁸⁾	Ordinary Shares	939		939	D
Restricted Stock Units	⁽⁶⁾							⁽⁹⁾	⁽⁹⁾	Ordinary Shares	2,779		2,779	D
Restricted Stock Units	⁽⁶⁾							⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	8,346		8,346	D
Performance Stock Units	⁽¹¹⁾							⁽¹²⁾	⁽¹²⁾	Ordinary Shares	4,000		4,000	D
Performance Stock Units	⁽¹¹⁾							⁽¹³⁾	⁽¹³⁾	Ordinary Shares	3,552		3,552	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁴⁾	⁽¹⁴⁾	Ordinary Shares	3,000		3,000	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁵⁾	⁽¹⁵⁾	Ordinary Shares	1,948		1,948	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁶⁾	⁽¹⁶⁾	Ordinary Shares	3,791		3,791	D
Performance Stock Units	⁽¹¹⁾							⁽¹⁷⁾	⁽¹⁷⁾	Ordinary Share	9,877		9,877	D

Explanation of Responses:

1. Reflects shares sold for taxes payable upon the vesting of RSUs.

2. These shares are owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the shares owned by his spouse, except to the extent of his pecuniary interest therein.

3. Each Dividend Equivalent Unit ("DEU") represents 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 Restricted Stock Units ("RSUs") and/or Performance Stock Units ("PSUs") to which they relate.

4. Reflects DEUs received by the Reporting Person as a result of dividend equivalents accrued with respect to outstanding RSUs granted to the Reporting Person. Dividend equivalents are accrued at the same rate and at the same time as dividends are paid to Ordinary Shareholders. Dividend equivalents on RSUs are subject to the same restrictions and vesting conditions as the underlying RSUs.

5. .1017 DEUs were deducted from the total due to fractional shares being paid in cash.

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

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

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

9. RSUs were awarded on 3/1/2021 and vest in three equal installments over three years. The remaining vestings will occur on 3/1/2023 and 3/1/2024.

10. RSUs were awarded on 6/15/2022 and vest in three equal installments over three years. The vestings will occur on 6/15/2023, 3/2/2024 and 3/2/2025.

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

12. The PSUs were awarded 2/24/2016 and subject to meeting minimum performance criteria which was met at 100%. The PSUs vested 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.

13. The PSUs were awarded on 2/22/2017 and subject to meeting minimum performance criteria which was met at 88.8%. The PSUs vested in three equal installments on each of 2/22/2018, 2/22/2019 and 2/22/2020. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

14. The PSUs were awarded on 2/20/2019 and 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.

15. The PSUs were awarded on 3/2/2020 and subject to meeting minimum performance criteria which was met at 83%. 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.

16. The PSUs were awarded on 3/1/2021 and subject to meeting minimum performance criteria which was met at 91%. Once earned, the PSUs vest in three equal annual installments on each of 3/1/2022, 3/1/2023 and 3/1/2024. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.

17. 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.

Remarks:

	/s/ Effie D. Silva, Attorney-in-Fact for Mohammed Abbas	02/22/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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