Form 4 FRESH DEL MONTE PRODUCE For: May 17 Filed by: SAUTER HANS

May 19, 2022 6:26 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
SAUTER HANS

(Last) (First) (Middle)
C/O FRESH DEL MONTE PRODUCE INC.,
PO BOX 149222

(Street)
CORAL GABLES FL 33114

(City) (State) (Zip)
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, R&D and Agriculture
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022
4. If Amendment, Date of 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
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 05/17/2022   S   2,231 D $ 24.9108 (1) 0 D  
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 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: 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 (2)               (2)   (2) Ordinary Shares 326.1454   326.1454 D  
Restricted Stock Units (3)               (4)   (4) Ordinary Shares 400.00   400 D  
Restricted Stock Units (3)               (5)   (5) Ordinary Shares 1,022.00   1,022 D  
Restricted Stock Units (3)               (6)   (6) Ordinary Shares 2,268.00   2,268 D  
Performance Stock Units (7)               (8)   (8) Ordinary Shares 2,000.00   2,000 D  
Performance Stock Units (7)               (9)   (9) Ordinary Shares 2,119.00   2,119 D  
Performance Stock Units (7)               (10)   (10) Ordinary Shares 3,094.00   3,094 D  
Explanation of Responses:
1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction ranged from $24.81 to $24.95 per share. 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.
2. Each 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 RSUs and/or Performance Stock Units ("PSUs") to which they relate.
3. The RSUs convert to Ordinary Shares on a one-for-one basis.
4. RSUs were awarded on 2/20/19 and vest in five equal installments over four years. The remaining vesting of 400 shares will occur on 2/20/23.
5. RSUs were awarded on 3/2/2020 and vest in five equal installments over four years. The remaining vestings will occur on 3/1/2023 and 3/1/2024.
6. The RSUs were awarded on 3/1/2021 and vest in three equal installments over three years. The remaining vestings will occur on 3/1/2023 and 3/1/2024.
7. The PSUs convert to Ordinary Shares on a one-for-one basis.
8. The PSUs were awarded on 2/20/2019 and 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 2/20/2021. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.
9. The PSUs were awarded on 3/2/2020 and subject to meeting minimum performance criteria which was met at 83%. 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.
10. The PSUs were awarded on 3/1/2021 and subject to meeting minimum performance criteria which was met at 91%. Once earned, the PSUs vest in three equal annual installment on each of 3/1/2022, 3/1/2023 and 3/1/2024. PSUs and associated DEUs will settle on the six-month anniversary after termination of employment.
/s/ Effie D. Silva, Attorney-in-Fact for Hans Sauter 05/19/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


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