Statement of Changes in Beneficial Ownership (4)
August 31 2020 - 6:04PM
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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3235-0287
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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
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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)
8/27/2020 |
(Street)
CORAL GABLES, FL 33114
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares | 8/27/2020 | | S(1) | | 600 | D | $24.0083 (2) | 6912663 | D | |
Ordinary Shares | 8/28/2020 | | S(1) | | 100 | D | $24.06 (2) | 6912563 | D | |
Ordinary Shares | | | | | | | | 20000 | I | Held by Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | 1888.8459 | | 1888.8459 | 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
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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 |
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Signatures
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/s/ Marlene M. Gordon, Attorney-in-fact for Mohammad Abu-Ghazaleh | | 8/31/2020 |
**Signature of Reporting Person | Date |
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