Statement of Changes in Beneficial Ownership (4)
February 24 2017 - 4:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Thomas Peter T
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2. Issuer Name
and
Ticker or Trading Symbol
FERRO CORP
[
FOE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President and CEO
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(Last)
(First)
(Middle)
C/O FERRO CORPORATION, 6060 PARKLAND BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/23/2017
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(Street)
MAYFIELD HEIGHTS, OH 44124
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/23/2017
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M
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21200
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A
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(1)
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302070
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D
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Common Stock
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2/23/2017
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F
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9138
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D
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$14.25
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292932
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D
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Common Stock
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1174.2753
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I
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Investment Savings Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Share Unit
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$0
(1)
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2/23/2017
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M
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21200
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2/23/2015
(2)
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2/23/2015
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Common Stock
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21200
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(1)
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0
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D
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Performance Share Unit
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$0
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(3)
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12/31/2016
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Common Stock
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115100
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115100
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D
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Performance Share Unit
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$0
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(3)
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12/31/2019
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Common Stock
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103500
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103500
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D
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Performance Share Unit
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$0
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(3)
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12/31/2017
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Common Stock
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124200
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124200
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D
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Performance Share Unit
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$0
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(3)
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12/31/2018
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Common Stock
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158200
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158200
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D
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Phantom Shares
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(4)
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(4)
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(4)
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Common Stock
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107292.8179
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107292.8179
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D
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Restricted Share Unit
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$0
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4/24/2016
(5)
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4/24/2016
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Common Stock
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17480
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17480
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D
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Restricted Share Unit
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$0
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2/20/2017
(5)
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2/20/2017
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Common Stock
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46100
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46100
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D
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Restricted Share Unit
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$0
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12/29/2017
(5)
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12/29/2017
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Common Stock
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100000
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100000
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D
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Restricted Share Unit
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$0
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2/17/2019
(5)
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2/17/2019
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Common Stock
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63300
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63300
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D
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Restricted Share Unit
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$0
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2/15/2020
(5)
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2/15/2020
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Common Stock
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41400
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41400
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D
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Restricted Share Unit
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$0
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2/23/2016
(5)
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2/23/2016
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Common Stock
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32800
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32800
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D
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Restricted Share Unit
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$0
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2/18/2018
(5)
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2/18/2018
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Common Stock
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49700
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49700
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D
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Stock Options (Right to Buy)
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$17.26
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2/28/2009
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2/28/2018
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Common Stock
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25000
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25000
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D
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Stock Options (Right to Buy)
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$8.25
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2/25/2011
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2/25/2020
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Common Stock
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45000
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45000
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D
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Stock Options (Right to Buy)
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$7.02
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4/24/2014
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4/24/2023
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Common Stock
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98800
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98800
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D
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Stock Options (Right to Buy)
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$1.37
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2/25/2010
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2/25/2019
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Common Stock
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20033
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20033
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D
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Stock Options (Right to Buy)
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$15.16
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2/24/2012
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2/24/2021
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Common Stock
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38000
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38000
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D
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Stock Options (Right to Buy)
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$6.84
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2/23/2013
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2/23/2022
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Common Stock
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45500
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45500
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D
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Stock Options (Right to Buy)
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$5.29
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2/21/2014
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2/21/2023
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Common Stock
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68800
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68800
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D
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Stock Options (Right to Buy)
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$13.09
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2/20/2015
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2/20/2024
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Common Stock
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95300
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95300
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D
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Stock Options (Right to Buy)
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$12.33
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2/18/2016
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2/18/2025
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Common Stock
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107300
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107300
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D
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Stock Options (Right to Buy)
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$9.60
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2/17/2017
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2/17/2026
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Common Stock
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185700
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185700
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D
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Stock Options (Right to Buy)
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$14.27
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2/15/2018
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2/15/2027
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Common Stock
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123300
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123300
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D
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Explanation of Responses:
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(
1)
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Restricted share units convert into Common Stock on a one-to-one basis.
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(
2)
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The date reflected in Table II as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, the Restricted Share Units are subject to an additional two-year holding period. The Transaction Date reported In Tables I and II is the date the holding period expired and the Restricted Share Units were settled and shares of Common Stock delivered.
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(
3)
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Performance Share Units granted as a performance award, vesting based upon degree of acheivement of performance goal. At the end of the performance period, 50% of award is paid in common shares free of restrictions, and 50% is paid in cash. If the final amount is less than 100% of the share units, the balance is forfeited to the company.
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(
4)
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Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.
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(
5)
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The date reflected above as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, settlement of the Restricted Share Units and delivery of common shares is subject to an additional two-year holding period.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Thomas Peter T
C/O FERRO CORPORATION
6060 PARKLAND BOULEVARD
MAYFIELD HEIGHTS, OH 44124
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X
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Chairman, President and CEO
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Signatures
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/s/ John T. Bingle, Treasurer, by Power of Attorney
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2/24/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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 control number.
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