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).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
SAUTER HANS
  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
(Last)
(First)
(Middle)
C/O FRESH DEL MONTE PRODUCE INC.,, PO BOX 149222
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2019
(Street)

CORAL GABLES, FL 33114
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
Restricted Stock Units 02/22/2019(1)   M   400 (2) A $ 0 400 D  
Restricted Stock Units 02/25/2019   S   95 (3) D $ 27.76 305 D  
Restricted Stock Units 02/21/2019   M   406 (2) A $ 0 711 D  
Restricted Stock Units 02/22/2019   S   97 (3) D $ 27.77 614 D  

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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
Restricted Stock Units $ 0 (4) 02/22/2019(1)   A   2,000     (4)   (5) Ordinary Shares 2,000 $ 0 2,000 D  
Restricted Stock Units $ 0 (4) 02/22/2019(1)   M     400   (4)   (5) Ordinary Shares 400 $ 0 1,600 D  
Restricted Stock Units (6) 02/21/2019   M     406   (6)   (5) Ordinary Shares 406 $ 0 1,218 D  
Performance Stock Units $ 0 (7) 02/22/2019(1)   A   2,000     (7)   (5) Ordinary Shares 2,000 $ 0 2,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SAUTER HANS
C/O FRESH DEL MONTE PRODUCE INC.,
PO BOX 149222
CORAL GABLES, FL 33114
      SVP, R&D and Agriculture  

Signatures

 /s/ Marlene M. Gordon, Attorney-in-fact for Hans Sauter   03/05/2019
**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) Transaction date reflects the date on which the notification to employee of the Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) occurred.
(2) Represents the number of ordinary shares that were acquired in connection with the settlement of the RSUs listed in Table II.
(3) Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax witholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
(4) RSUs granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each RSU represents a contingent right to receive one ordinary share of FDP. The RSUs will vest in five equal annual installments on each of 2/20/2019, 2/20/2020, 2/20/2021, 2/20/2022 and 2/20/2023.
(5) RSUs and PSUs do not have an expiration date.
(6) RSUs granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each RSU represents a contingent right to receive one ordinary share of FDP. The RSUs vest in five equal annual installments of which three are remaining on each of 2/21/2020, 2/21/2021 and 2/21/2022.
(7) PSUs are granted under the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan. Each PSU represents a contingent right to receive one ordinary share of FDP. The PSUs are subject to meeting minimum performance criteria set by the Compensation Committee of the Board of Directors of FDP. Provided such criteria are met, the PSUs will vest in three equal annual installments on each of 2/20/2020, 2/20/2021 and 2/20/2022.

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