Edgar Filing: FARMER BROTHERS CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KEOWN MICHAEL H

2. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [FARM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, CEO

(Last)

(First)

(Middle)

FARMER BROS. CO., 13601 NORTH FREEWAY, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2015

(Street)

FORT WORTH, TX 76177

4. If Amendment, Date Original Filed(Month/Day/Year)
12/07/2015

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 29.48

12/03/2015

25,098 ⁽¹⁾ ⁽²⁾

⁽²⁾

12/03/2022

Common Stock

25,098

$ 0

260,470

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KEOWN MICHAEL H FARMER BROS. CO. 13601 NORTH FREEWAY, SUITE 200 FORT WORTH, TX 76177	X		President, CEO

Signatures

/s/ Isaac N. Johnston, Jr., Attorney-In-Fact for Michael H. Keown		06/07/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	As reported on a Form 4 filed on February 11, 2015, the reporting person acquired a non-qualified stock option to purchase 49,902 shares of the Company's common stock. Also, as reported on a Form 4 filed on December 7, 2015, the reporting person acquired a non-qualified stock option to purchase 47,960 shares of the Company's common stock (the "December PNQ"). The Company subsequently determined that the December PNQ was not validly granted pursuant to the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (the "Plan") insofar as the grant exceeded the Plan's 75,000 limit on the number of shares that may be granted to any participant during a single calendar year by 22,862. Accordingly, the attempted grant of these excess option shares under the December PNQ was ineffective, and they were never granted to the reporting person. The reporting person is filing this amendment to report the correct number of option shares granted under the December PNQ.
(2)	Grant of non-qualified stock option under the Plan; the stock option vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, commencing on December 3, 2016, based on the Company's achievement of a modified net income target for fiscal 2016 ("Target") as approved by the Compensation Committee, subject to the acceleration provisions of the Plan and stock option agreement, and subject to the participant's employment by the Company or service on the Board of Directors of the Company on the applicable vesting date. Twenty percent (20%) of the total number of shares subject to the stock option will be forfeited if the Company's actual modified net income for fiscal 2016 is lower than the Target.
Remarks: Ex 24 Power of Attorney attached.

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