Statement of Changes in Beneficial Ownership (4)
September 10 2020 - 05:57PM
Edgar (US Regulatory)
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
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person *
ABU-GHAZALEH MOHAMMAD |
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)__X__
Director __X__
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chairman and CEO |
(Last)
(First)
(Middle)
C/O FRESH DEL MONTE PRODUCE INC., P.O. BOX 149222 |
3. Date of Earliest Transaction (MM/DD/YYYY)
9/9/2020
|
(Street)
CORAL GABLES, FL 33114
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
9/9/2020 |
|
S(1) |
|
12493 |
D |
$24.0936 (2) |
6900070 |
D |
|
Ordinary Shares |
|
|
|
|
|
|
|
20000 |
I |
Held by Spouse |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Dividend Equivalent Units |
(3) |
|
|
|
|
|
|
(3) |
(3) |
Ordinary Shares |
2250.0859 |
|
2250.0859 |
D |
|
Employee Stock Options (Right to
Buy) |
$26.52 |
|
|
|
|
|
|
(4) |
2/20/2023 |
Ordinary Shares |
32200.0 |
|
32200 |
D |
|
Employee Stock Options (Right to
Buy) |
$28.89 |
|
|
|
|
|
|
(4) |
4/30/2024 |
Ordinary Shares |
64400.0 |
|
64400 |
D |
|
Restricted Stock Units |
(5) |
|
|
|
|
|
|
(6) |
(6) |
Ordinary Shares |
10000.0 |
|
10000 |
D |
|
Restricted Stock Unit |
(5) |
|
|
|
|
|
|
(7) |
(7) |
Ordinary Shares |
20000.0 |
|
20000 |
D |
|
Restricted Stock Unit |
(5) |
|
|
|
|
|
|
(8) |
(8) |
Ordinary Shares |
30000.0 |
|
30000 |
D |
|
Restricted Stock Units |
(5) |
|
|
|
|
|
|
(9) |
(9) |
Ordinary Shares |
40000.0 |
|
40000 |
D |
|
Performance Stock Units |
(10) |
|
|
|
|
|
|
(11) |
(11) |
Ordinary Shares |
26668.0 |
|
26668 |
D |
|
Performance Stock Units |
(10) |
|
|
|
|
|
|
3/1/2021 (12) |
(12) |
Ordinary Shares |
40000.0 |
|
40000 |
D |
|
Explanation of
Responses: |
(1) |
The sales occurred pursuant
to an existing Rule 10b5-1 plan adopted by the Reporting
Person. |
(2) |
Represents the weighted
average price of the shares sold. The Reporting Person upon
request, will provide the Securities and Exchange Commission staff,
the issuer or a security holder of the issuer full information
regarding the number of shares sold at each separate
price. |
(3) |
Each Dividend Equivalent
Unit ("DEUs") 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) |
Stock Options are fully
vested. |
(5) |
The RSUs convert to Ordinary
Shares on a one-for-one basis. |
(6) |
RSUs were awarded on
2/22/2017 and vest in five equal annual installments over four
years of which one is remaining on 2/22/2021. |
(7) |
RSUs were awarded on 2/21/18
and vest in five equal installments over four years. The remaining
vestings will occur on 2/21/21 and 2/21/22. |
(8) |
RSUs were awarded on 2/20/19
and vest in five equal installments over four years. The remaining
vestings will occur on 2/20/21, 2/20/22 and 2/20/23. |
(9) |
RSUs were awarded on
3/2/2020 and vest in five equal installments over four years. The
remaining vestings will occur on 3/1/2021, 3/1/2022, 3/1/2023 and
3/1/2024. |
(10) |
The PSUs convert to Ordinary
Shares on a one-for-one basis. |
(11) |
The PSUs were awarded on
2/20/2019 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. |
(12) |
The PSUs were awarded on
3/2/2020 and are earned subject to meeting minimum performance
criteria. 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
ABU-GHAZALEH MOHAMMAD
C/O FRESH DEL MONTE PRODUCE INC.
P.O. BOX 149222
CORAL GABLES, FL 33114 |
X |
X |
Chairman and CEO |
|
Signatures
|
/s/ Marlene M. Gordon, Attorney-in-fact for
Mohammad Abu-Ghazaleh |
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9/10/2020 |
**Signature of
Reporting Person |
Date |