SEC Form 4 

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^*
Waite Carol Farmer

(Last) | (First) | (Middle)
FARMER BROS CO
20333 S NORMANDIE AV

(Street) 
TORRANCE | CA | 90502

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol 
FARMER BROTHERS CO [ FARM ]

5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X | Director | X | 10% Owner
| Officer (give title below) | X | Other (specify below)
trustee, beneficiary, settlor

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line) 
| Form filed by One Reporting Person
X | 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 | | |
Farmer Bros Co Common Stock | 12/14/2005 | 12/14/2005 | J | | 2,620,024 | D | $22.33^(1) | 6,398,781^(2) | I | see footnote 3^(3)
Farmer Bros Co Common Stock | 12/14/2005 | 12/14/2005 | J | | 2,620,024 | A | $22.33^(1) | 6,398,781^(2) | I | see footnote 4^(4)

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 | | | |

1. Name and Address of Reporting Person^*
Waite Carol Farmer

(Last) | (First) | (Middle)
FARMER BROS CO
20333 S NORMANDIE AV

(Street) 
TORRANCE | CA | 90502

(City) | (State) | (Zip)

1. Name and Address of Reporting Person^*
Grossman Jeanne Farmer

(Last) | (First) | (Middle)
FARMER BROS CO
20333 S NORMANDIE AV

(Street) 
TORRANCE | CA | 90502

(City) | (State) | (Zip)

1. Name and Address of Reporting Person^*
Farmer Richard F

(Last) | (First) | (Middle)
FARMER BROS CO
20333 S NORMANDIE AV

(Street) 
TORRANCE | CA | 90502

(City) | (State) | (Zip)

Explanation of Responses:
1. On December 14, 2005 a total of 2,620,024 shares of Common Stock previously reported on Form 3/A filed with the SEC on March 14, 2005 (the "Form 3/A") were contributed (the "Partnership Contribution") by various trusts for the benefit of the Farmer family to Farmer Equities, LP, a California limited partnership (the "Partnership"), the partners of which are trusts for the benefit of the Farmer Family. No shares were purchased or sold. All share numbers have been rounded to the nearest whole share. See the Form 3 filed by the Partnership as of the date hereof.
2. The 6,398,781 shares beneficially owned by all Reporting Persons following the Partnership Contribution include: (i) 6,395,232 shares previously reported on Form 3/A; (ii) 1,055 shares allocated to Roy E. Farmer under the Farmer Bros. Co. Employee Stock Ownership Plan ("ESOP"); and (iii) 2,494 shares distributed by the ESOP for the benefit of Roy F. Farmer.
3. The 2,620,024 shares contributed to the Partnership include: (i) 1,771,394 shares previously reported as beneficially owned by Ms. Waite and Ms. Grossman as successor co-trustees of various family trusts; and (ii) 848,630 shares previously reported as beneficially owned by Ms. Waite, Ms. Grossman and Dr. Farmer as sucessor co-trustees of various family trusts.
4. As a result of the Partnership Contribution, the 2,620,024 shares contributed to the Partnership are beneficially owned by Ms. Waite, Ms. Grossman and Dr. Farmer each as a trustee of a trust that is a general partner of the Partnership to the extent of their proportionate interest in the Partnership. At the option of the Reporting Persons, the entire amount of the Partnership's interest int he shares is being reported. Each Reporting Person disclaims beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.
| Carol Lynn Farmer Waite | 12/14/2005
| Carol Lynn Farmer Waite, Attorney-in Fact for Jeanne Farmer Grossman | 12/14/2005
| Carol Lynn Farmer Waite, Attorney-in-Fact for Richard F. Farmer | 12/14/2005
| ** 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).
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