0001181431-13-014504.txt : 20130305 0001181431-13-014504.hdr.sgml : 20130305 20130305165634 ACCESSION NUMBER: 0001181431-13-014504 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130301 FILED AS OF DATE: 20130305 DATE AS OF CHANGE: 20130305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wahba Jeffrey A CENTRAL INDEX KEY: 0001408483 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34249 FILM NUMBER: 13666522 MAIL ADDRESS: STREET 1: 20333 S. NORMANDIE AVE. CITY: TORRANCE STATE: CA ZIP: 90502 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FARMER BROTHERS CO CENTRAL INDEX KEY: 0000034563 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 950725980 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 20333 S NORMANDIE AVE CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107875200 MAIL ADDRESS: STREET 1: 20333 SOUTH NORMANDIE AVENUE CITY: TORRANCE STATE: CA ZIP: 90502 4 1 rrd372556.xml OPTION EXERCISE AND SALE OF SHARES X0306 4 2013-03-01 0 0000034563 FARMER BROTHERS CO FARM 0001408483 Wahba Jeffrey A 20333 S. NORMANDIE AVE. TORRANCE CA 90502 0 0 0 1 CONSULTANT PERFORMING CFO TASK Common Stock, $1.00 par value 2013-03-01 4 M 0 50000 9.63 A 93500 I As Trustee of Family Living Trust Common Stock, $1.00 par value 2013-03-01 4 M 0 15000 10.82 A 108500 I As Trustee of Family Living Trust Common Stock, $1.00 par value 2013-03-01 4 M 0 50000 10.82 A 158500 I As Trustee of Family Living Trust Common Stock, $1.00 par value 2013-03-01 4 S 0 115000 12.7721 D 43500 I As Trustee of Family Living Trust Stock option (Right to Buy) 9.63 2013-03-01 4 M 0 50000 0 D 2012-05-19 2013-06-01 Common stock 50000 92999 D Stock option (Right to Buy) 10.82 2013-03-01 4 M 0 15000 0 D 2013-02-13 2013-06-01 Common stock 15000 77999 D Stock option (Right to Buy) 10.82 2013-03-01 4 M 0 50000 0 D 2012-12-31 2013-06-01 Common stock 50000 27999 D Exercise of non-qualified stock option granted on May 19, 2011, which vested and became exercisable on May 19, 2012, the anniversary date of the grant. As a result of the termination of the Reporting Person's employment on February 28, 2013, the option would have expired on June 1, 2013, if not exercised pursuant to the provisions of the Farmer Bros. Co. 2007 Omnibus Plan (the "Omnibus Plan") and the stock option award agreement. Exercise of non-qualified stock option granted on February 13, 2012, which vested and became exercisable on February 13, 2013, the anniversary date of the grant. As a result of the termination of the Reporting Person's employment on February 28, 2013, the option would have expired on June 1, 2013, if not exercised pursuant to the provisions of the Omnibus Plan and the stock option award agreement. Exercise of non-qualified stock option granted on February 13, 2012, the vesting of which was accelerated to December 31, 2012 pursuant to the acceleration provisions of that certain Second Amended and Restated Employment Agreement, effective as of February 13, 2012, between the Company and the Reporting Person. As a result of the termination of the Reporting Person's employment on February 28, 2013, the option would have expired on June 1, 2013, if not exercised pursuant to the provisions of the Omnibus Plan and the stock option award agreement. Sale of shares from option exercises reported elsewhere on this form, with a portion of the proceeds delivered to the issuer for payment of the exercise price of the options under the Omnibus Plan. This transaction was executed in multiple trades at prices ranging from $12.50 to $13.27. The price reported above is the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected. /s/ Jeffrey A. Wahba 2013-03-05