This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐ 

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒ 

Calculation of Filing Fee

INTRODUCTION

                This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) amends the Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2016 as amended by Amendment No. 1 filed with the SEC on March 25, 2016, Amendment No. 2 filed with the SEC on March 28, 2016, and Amendment No. 3 filed with the SEC on March 30, 2016, respectively.  This Schedule 13E-3 is being filed pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (1) First Farmers and Merchants Corporation, a Tennessee corporation (“First Farmers”), and (2) each of M. Darlene Baxter, Jonathan M. Edwards, Thomas Napier Gordon, Dalton M. Mounger, Timothy E. Pettus, Patrick J. Riley, Matthew M. Scoggins, Jr., T. Randy Stevens, Brian K. Williams, Dr. David S. Williams, Barry B. White and Robert E. Krimmel.

Item 15   Additional Information

This Schedule 13E-3 relates to the merger of FFMC Merger Corporation, a newly-formed, wholly-owned subsidiary of First Farmers (“merger subsidiary”), with and into First Farmers, with First Farmers being the surviving corporation following the merger pursuant to an Agreement and Plan of Merger, dated as of February 16, 2016 (the “merger agreement”), between First Farmers and merger subsidiary. Merger subsidiary is not a filing party to this Amendment No. 4 to Schedule 13E-3 because it was merged with and into First Farmers, with First Farmers as the surviving corporation.

                This Amendment No. 4 to Schedule 13E-3 is being filed as a final amendment to Schedule 13E-3 to report the results of the Rule 13e-3 transaction described herein, pursuant to the requirements of Rule 13e-3(d)(3) promulgated under the Exchange Act.  At an annual meeting of the shareholders of First Farmers held on April 19, 2016 (the “annual meeting”), the shareholders approved and adopted the merger agreement and the transactions contemplated thereby.  The merger became effective on April 19, 2016 upon the filing of the Articles of Merger with the Tennessee Secretary of State (“Effective Time”). At the annual meeting, shareholders also approved the election of the nominees as directors.

                Pursuant to the terms of the merger agreement, (1) each share of First Farmers’ common stock, par value $10.00 per share (“First Farmers common stock”), held by a shareholder who owned, at the Effective Time, fewer than 400 shares of First Farmers common stock was converted into the right to receive $30.25 in cash from First Farmers, and (2) each share of First Farmers common stock held by a shareholder who owned, at the Effective Time, 400 or more shares of First Farmers common stock was not affected by the merger and remains a validly issued and outstanding share of First Farmers common stock after the merger.

As a result of the merger, First Farmers has fewer than 1,200 holders of record of its common stock.  Accordingly, First Farmers has filed with the SEC contemporaneously with this Schedule 13E-3 a Form 15 suspending immediately its duty to file periodic reports with the SEC pursuant to Section 13 of the Exchange Act and terminating the registration of its common stock under the Exchange Act.

Item 16   Exhibits

(a)(i)        Definitive Proxy Statement on Schedule 14A, including all appendices thereto, filed by First Farmers with the SEC on March 30, 2016 (incorporated herein by reference) (the “Proxy Statement”).

(a)(ii)       Press Release issued by First Farmers on November 20, 2105 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by First Farmers with the SEC on November 20, 2015).

(b)           Not applicable.

(c)(i)        Opinion of Sheshunoff & Co., dated February 23, 2016 (incorporated herein by reference to Appendix B to the Proxy Statement).

(c)(ii)       Valuation Discussion for the Board of Directors presented by Sheshunoff & Co., dated as of February 16, 2016.*

(c)(iii)      Valuation Discussion for the Board of Directors presented by Sheshunoff & Co., dated as of November 17, 2015.*

(d)           Agreement and Plan of Merger, dated as February 16, 2016, by and between First Farmers and FFMC Merger Corporation (incorporated herein by reference to Appendix A to the Proxy Statement). 

(f)            Chapter 23 of the Tennessee Business Corporation Act (incorporated herein by reference to Appendix C of the Proxy Statement).

(g)           Not applicable.

                *  Previously filed.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

POWER OF ATTORNEY

This Schedule 13E-3 has been signed below by the following persons as Filing Persons and on the date indicated.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

                *  Previously filed.

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