Fresh Del Monte Produce Inc.

12/10/2024 | Press release | Distributed by Public on 12/10/2024 17:43

Statement of Changes in Beneficial Ownership (Form 4)

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
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., 241 SEVILLA AVENUE 		3. Date of Earliest Transaction (Month/Day/Year)
12/06/2024
(Street)
CORAL GABLES, FL 33134 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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
Ordinary Shares 5,028,997 D
Ordinary Shares 20,000 I Held by Spouse
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Dividend Equivalent Units (1) 12/06/2024 A 1,645.8776(2) (1) (1) Ordinary Shares 1,645.8776 $ 0 9,596.9507 D
Restricted Stock Units (3) (4) (4) Ordinary Shares 15,155 15,155 D
Performance Stock Units (5) (6) (6) Ordinary Shares 33,634.713 33,634.713 D
Performance Stock Units (5) (7) (7) Ordinary Shares 164,136 164,136 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ABU-GHAZALEH MOHAMMAD
C/O FRESH DEL MONTE PRODUCE INC.
241 SEVILLA AVENUE
CORAL GABLES, FL 33134 		X X Chairman and CEO

Signatures

/s/ Effie D. Silva, Attorney-in-Fact for Mohammad Abu-Ghazaleh 12/10/2024
**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) Each Dividend Equivalent Unit ("DEU") 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.
(2) Reflects DEUs received by the Reporting Person as a result of dividend equivalents accrued with respect to outstanding RSUs and/or PSUs granted to the Reporting Person. Dividend equivalents are accrued at the same rate and at the same time as dividends are paid to Ordinary Shareholders. Dividend equivalents on RSUs and/or PSUs are subject to the same restrictions and vesting conditions as the underlying RSUs and/or PSUs.
(3) The RSUs convert to Ordinary Shares on a one-for-one basis.
(4) The RSUs were awarded on 3/2/2023 and vest in three equal installments over three years. The remaining vestings will occur on 3/2/2025 and 3/2/2026.
(5) The PSUs convert to Ordinary Shares on a one-to-one basis.
(6) The PSUs were awarded on 7/6/2022 and are earned subject to meeting minimum performance criteria which was met at 97.3%. The PSUs vest in three equal installments. The remaining vesting will occur on 3/2/2025.
(7) The PSUs were awarded on 3/1/2024 and are earned subject to meeting minimum performance criteria. Once earned, the PSUs vest in three equal annual installments on each of 3/1/2025, 3/1/2026 and 3/1/2027.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.