SCHEDULE 13D/A
Explanatory Note:
This Amendment (as defined below)
amends and supplements the Prior Schedule 13D (as defined below). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Prior Schedule 13D. All capitalized terms contained herein but
not otherwise defined shall have the meanings ascribed to such terms in the Prior Schedule 13D.
Item 1. Security and Issuer.
This Amendment No. 2 (this Amendment), which amends and supplements the statement on Schedule 13D, filed on
October 21, 2016, as amended by Amendment No. 1, filed on January 16, 2018 (the Prior Schedule 13D), relates to the common stock, $1.00 par value (the Common Stock) of Farmer Bros.
Co., a Delaware corporation (the Company) having its principal executive offices at 1912 Farmer Brothers Drive, Northlake, Texas 76262, beneficially owned by Richard Francis Farmer, Ph.D.
(Dr. Farmer). The purpose of this Amendment is to report the change in Dr. Farmers beneficial ownership of Common Stock resulting from his sales of Common Stock since the date of
the Prior Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Dr. Farmer is the beneficial owner and holds sole voting and dispositive power through the Trusts of 1,169,891 shares of Common Stock, representing
6.8% of the 17,231,473 shares of Common Stock outstanding as of January 31, 2020, as reported in the Companys quarterly report on Form 10-Q filed on February 7, 2020.
The following transactions relating to the Common Stock were effected by Dr. Farmer during the past 60 days, all of which consisted of open market sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of Sale
|
|
Record Holder
|
|
|
Number of Shares
of Common Stock
|
|
|
Price Per Share
|
|
February 7, 2020
|
|
|
1987 Trust
|
|
|
|
12,000
|
|
|
$
|
13.36
|
|
February 7, 2020
|
|
|
1972 Trust
|
|
|
|
3,300
|
|
|
$
|
13.30
|
|
February 7, 2020
|
|
|
1969 Trust
|
|
|
|
14,000
|
|
|
$
|
13.25
|
|
February 7, 2020
|
|
|
1964 Trust
|
|
|
|
5,000
|
|
|
$
|
12.43
|
|
February 7, 2020
|
|
|
1964 Trust
|
|
|
|
55,000
|
|
|
$
|
13.37
|
|
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 2020
|
|
|
By:
|
|
/s/ Richard Francis Farmer
|
|
|
Richard Francis Farmer
|
- 3 -