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Filing Details

Accession Number:: 0001766150-19-000009
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-04-16 16:39:31
Reporting Period:: 2019-04-12

Accepted Time:: 2019-04-16 16:39:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
34563	Farmer Brothers Co	FARM	Miscellaneous Food Preparations & Kindred Products (2090)	950725980

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1201028	W Darrell Crate	138 Conant Street Beverly MA 01915	No	No	Yes	No
1344074	Avshalom Kalichstein	138 Conant Street Suite 500 Beverly MA 01915	No	No	Yes	No
1354821	Levin Capital Strategies, L.p.	595 Madison Avenue 17Th Floor New York NY 10022	No	No	Yes	No
1766150	Levin Easterly Partners Llc	595 Madison Avenue 17Th Floor New York NY 10022	No	No	Yes	No
1773034	Le Partners Holdings Llc	138 Conant Street Beverly MA 01915	No	No	Yes	No
1773035	Le Partners Holdings Ii Llc	138 Conant Street Beverly MA 01915	No	No	Yes	No
1773036	Le Partners Holdings Iii Llc	138 Conant Street Beverly MA 01915	No	No	Yes	No
1773037	Le Partners Holdings Iv Llc	138 Conant Street Beverly MA 01915	No	No	Yes	No
1773400	W John Murphy	595 Madison Avenue 17Th Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-04-12	450,000	$19.85	2,272,456	No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
Common Stock	Acquisiton	2019-04-12	256	$19.26	2,272,712	No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
Common Stock	Acquisiton	2019-04-15	1,035	$19.80	2,273,747	No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
Common Stock	Acquisiton	2019-04-15	1,432	$19.80	2,275,179	No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
Common Stock	Acquisiton	2019-04-15	95,412	$19.73	2,370,591	No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
Common Stock	Acquisiton	2019-04-12	14,438	$19.79	2,385,029	No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC
No	4	P	Indirect	By: Managed Accounts of Levin Easterly Partners LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,115	Indirect	By: A Managed Account of Levin Capital Strategies, LP

Footnotes

This Form 4 is being jointly filed by Levin Easterly Partners LLC ("Levin Easterly"), LE Partners Holdings LLC ("LEPH"), LE Partners Holdings II LLC ("LEPH II"), LE Partners Holdings III LLC ("LEPH III"), LE Partners Holdings IV LLC ("LEPH IV"), Darrell Crate ("Mr. Crate"), Avshalom Kalichstein ("Mr. Kalichstein"), John Murphy ("Mr. Murphy"), and Levin Capital Strategies, LP ("LCS") (collectively, the "Reporting Persons").
The Reporting Persons are voluntarily filing this Form 4 as a result of acquiring over 10% of the Issuer's outstanding shares of Common Stock. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be construed as an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any of the securities reported herein under Section 16 or otherwise. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
Shares held in certain separately managed accounts (the "LEP Managed Accounts"). Levin Easterly, as the investment manager to the LEP Managed Accounts, may be deemed to beneficially own such shares. Levin Easterly does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the LEP Managed Accounts as Levin Easterly receives an asset-based management fee for serving as investment manager to the LEP Managed Accounts, except that with respect to 44,350 shares held in the LEP Managed Accounts, Levin Easterly receives a performance-based incentive fee. The performance-based incentive fee Levin Easterly receives also does not constitute a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act, as such fee is based on the performance of the overall account, over a period of one year or more, and the shares of the Issuer held in such accounts constitute nor more than 10% of the market value thereof.
For the reasons set forth above in footnote 3, none of LEPH, LEPH II, LEPH III, LEPH IV, Mr. Crate, Mr. Kalichstein and Mr. Murphy have a reportable pecuniary interest in the shares held in the LEP Managed Accounts.
Shares held in a certain separately managed account (the "LCS Managed Account"). LCS, as the investment manager to the LCS Managed Account, may be deemed to beneficially own such shares. LCS does not have a reportable pecuniary interest under Section 16a-1(a)(2) of the Exchange Act in the shares held in the LCS Managed Account as LCS receives an asset-based management fee for serving as investment manager to the LCS Managed Account. Amount includes only those Shares of the Issuer held in an account managed by Mr. Murphy for whom LCS acts as investment manager and does not include any other Shares of the Issuer beneficially owned by LCS for which Mr. Murphy does not have investment discretion or voting power.
For the reasons set forth above in footnote 5, Mr. Murphy does not have a reportable pecuniary interest in the shares held in the LCS Managed Account.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $19.24 to $19.28. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $19.66 to $19.88. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 8.
The price reported is a weighted average price. The reported shares were purchased in multiple transactions at prices ranging from $19.765 to $19.80. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote 7.