0001209191-17-020267.txt : 20170313
0001209191-17-020267.hdr.sgml : 20170313
20170313175155
ACCESSION NUMBER: 0001209191-17-020267
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170310
FILED AS OF DATE: 20170313
DATE AS OF CHANGE: 20170313
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: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 1912 FARMER BROTHERS DRIVE
CITY: NORTHLAKE
STATE: TX
ZIP: 76262
BUSINESS PHONE: 888 998 2468
MAIL ADDRESS:
STREET 1: P O BOX 77057
CITY: FORT WORTH
STATE: TX
ZIP: 76177
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KEOWN MICHAEL H
CENTRAL INDEX KEY: 0001259767
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34249
FILM NUMBER: 17686314
MAIL ADDRESS:
STREET 1: 20333 S. NORMANDIE AVE.
CITY: TORRANCE
STATE: CA
ZIP: 90502
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-03-10
0
0000034563
FARMER BROTHERS CO
FARM
0001259767
KEOWN MICHAEL H
FARMER BROS. CO.
1912 FARMER BROTHERS DRIVE
NORTHLAKE
TX
76262
1
1
0
0
President, CEO
Common Stock, $1.00 par value
2017-03-10
4
M
0
12000
6.96
A
59242
D
Common Stock, $1.00 par value
2017-03-10
4
S
0
12000
31.6579
D
47242
D
Stock option (right to buy)
6.96
2017-03-10
4
M
0
12000
0.00
D
2019-05-11
Common Stock
12000
276663
D
Exercise of non-qualified stock option granted on May 11, 2012 under the Farmer Bros. Co. 2007 Omnibus Plan prior to its amendment and
restatement in the form of the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan. The option vested pursuant to a three
year vesting schedule whereby one-third of the total number of shares issuable under the option became exercisable each year on 5/11/2013,
5/11/2014 and 5/11/2015.
This sale was made pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
Open market sale of shares from 3/10/2017 stock option exercise, with a portion of the proceeds delivered to the issuer for payment of the
exercise price of the option. This transaction was executed in multiple trades at prices ranging from $31.35 to $32.175; the price reported above
reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and
prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. The reporting person
continues to meet the Company's stock ownership guidelines.
Ex 24 Limited Power of Attorney attached.
/s/ Thomas J. Mattei, Jr., Attorney-In-Fact for Michael H. Keown
2017-03-13
EX-24.4_711622
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes
and
appoints each of Thomas J. Mattei, Jr. and David G. Robson, each acting
individually,
as the undersigned's true and lawful attorney-in-fact, with full power and
authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of Farmer
Bros. Co.,
a Delaware corporation (the "Company"), with the United States Securities and
Exchange Commission, any national securities exchanges and the Company, as
considered necessary or advisable under Section 16(a) of the Securities Exchange
Act
of 1934 and the rules and regulations promulgated thereunder, as amended from
time
to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from
any third party, including brokers, employee benefit plan administrators and
trustees,
and the undersigned hereby authorizes any such person to release any such
information to each of the undersigned's attorneys-in-fact appointed by this
Limited
Power of Attorney and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-
fact are necessary or desirable for and on behalf of the undersigned in
connection
with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact
without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney will be
in such
form and will contain such information and disclosure as such attorney-in-fact,
in his
or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes (i)
any
liability for the undersigned's responsibility to comply with the requirements
of the
Exchange Act, (ii) any liability of the undersigned for any failure to comply
with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange
Act, including without limitation the reporting requirements under Section 16 of
the
Exchange Act.
The undersigned hereby gives and grants each of the foregoing
attorneys-in-
fact full power and authority to do and perform all and every act and thing
whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as
fully to all intents and purposes as the undersigned might or could do if
present,
hereby ratifying all that each such attorney-in-fact of, for and on behalf of
the
undersigned, shall lawfully do or cause to be done by virtue of this Limited
Power of
Attorney.
This Limited Power of Attorney shall remain in full force and effect until
revoked
by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 13th day of March 2017.
Print Name of Reporting Person or Entity
MICHAEL H. KEOWN
/s/ Michael H. Keown
Signature