Exhibit 4.1


 


Farmer Brothers


COFFEE


 


	
  

  	
   

  	
  FARMER BROS. CO.

  	
   

  	
  

  



 


INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE


	
   

  	
  SEE REVERSE SIDE

  
	
   

  	
  FOR CERTAIN DEFINITIONS

  



THIS CERTIFICATE IS TRANSFERABLE IN SOUTH
SAINT PAUL, MN.


	
   

  	
  CUSIP 307675 10 8

  



 


THIS CERTIFIES THAT 


 


SPECIMEN


 


is the owner of 


 


	
   

  	
  BY

  
	
   

  	
   

  
	
   

  	
  COUNTERSIGNED AND REGISTERED:

  
	
   

  	
  WELLS FARGO BANK, N.A.

  



 


FULLY PAID AND NON-ASSESSABLE COMMON STOCK,
$1.00 PAR VALUE, OF


FARMER BROS. CO.


 


transferable on the books of the corporation by the holder hereof in
person by Attorney upon surrender of this certificate properly endorsed. This
certificate is not valid unless countersigned by_the Transfer Agent and
Registrar.


 


IN WITNESS WHEREOF, the said Corporation has
caused this certificate to be signed by its duly authorized officers and to be
sealed with the seal of the Corporation..


 


TRANSFER AGENT


AND REGISTRAR


 


AUTHORIZED SIGNATURE


 


Dated:


 


	
  TREASURER

  	
   

  	
  

  	
   

  	
  PRESIDENT

  



 


AMERICAN FINANCIAL [ILLEGIBLE] INCORPORATED – MINNEAPOLAS


 

















 


FARMER BROS. CO.


 


THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.


	
  The
  following abbreviations, when used in the inscription on the face of this
  certificate, shall be
  construed as though they were written out in full according to applicable
  laws or regulations:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN
  COM 

  	
  –

  	
  as
  tenants in common

  	
  UTMA
  — 

  	
  Custodian

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN
  ENT

  	
  –

  	
  as
  tenants by entireties

  	
  under Uniform Transfer to Minors

  
	
   

  	
   

  	
   

  	
   

  
	
  JT
  TEN

  	
  –

  	
  as
  joint tenants with right of
  survivorship

  	
  Act 

  	
   

  
	
   

  	
   

  	
  and
  not as tenants in common

  	
  (State)

  
	
   

  
	
  Additional abbreviations may also be used
  though not in the above list.

  
							



 


For value received
       hereby sell, assign and transfer unto


 


	
  PLEASE INSERT SOCIAL SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  



 


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


 


 


Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
                          
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises. 


 


	
  Dated

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTICE:  THE SIGNATURE TO THIS
  ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
  CERTIFICATE IN EVERT PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY
  CHANGE WHATEVER.

  



 


SIGNATURE GUARANTEED


	
  ALL
  GUARANTEES MUST BE MADE AT A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER)
  WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM
  (“STAMP”). THE NEW YORK STOCK EXCHANGE. INC. MEDALLION SIGNATURE PROGRAM
  (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE
  DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.

  	
   

  



 


 


This
certificate also represents and entitles the holder hereof to certain Rights as
set forth in the Rights Agreement between Farmer Bros. Co., Inc. (the “Company”)
and the Rights Agent thereunder (the “Rights Agent”), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal offices of the Company. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be represented by separate certificates and
will no longer be represented by this certificate. The  Company will
mail to the holder of this certificate a copy of the Rights Agreement, as in
effect on the date of mailing, without charge, promptly after receipt of a written
request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an Aquiring  Person or any Affiliate or Associate thereof
(as such terms are defined in the Rights Agreement)
whether currently held by or on behalf of such Person or by any subsequent
holder, may become null and void.