SEC Form SC 13D/A filed by Farmer Brothers Company (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Farmer Bros. Co.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

307675108

(CUSIP Number)

JAMES C. PAPPAS

JCP INVESTMENT MANAGEMENT, LLC

1177 West Loop South, Suite 1320

Houston, TX 77027

(713) 333-5540

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 6, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Percentage based on 21,074,434 Shares outstanding as of February 5, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.

* Percentage based on 21,074,434 Shares outstanding as of February 5, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.

* Percentage based on 21,074,434 Shares outstanding as of February 5, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.

* Percentage based on 21,074,434 Shares outstanding as of February 5, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.

* Percentage based on 21,074,434 Shares outstanding as of February 5, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024.

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On March 6, 2024, the Reporting Persons and the 22NW Parties (as defined in Amendment No. 3 to the Schedule 13D) entered into an Amendment to Letter Agreement (the “Amendment to Letter Agreement”) with the Issuer. Pursuant to the Amendment to Letter Agreement, the parties to the Letter Agreement (as defined in Amendment No. 4 to the Schedule 13D) modified the Letter Agreement by deleting Section 2(ii) thereof in its entirety. Other than as modified thereby, the Letter Agreement will continue in effect and terminate in accordance with its terms.

The foregoing description of the Amendment to Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment to Letter Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5(e) is hereby amended and restated to read as follows:

As of February 8, 2024, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.

Item 6 is hereby amended to add the following:

On March 6, 2024, the Reporting Persons, the 22NW Parties and the Issuer entered into the Amendment to Letter Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following exhibit:

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: March 7, 2024