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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Brady Matthew B
2. Issuer Name and Ticker or Trading Symbol

FEDERAL SIGNAL CORP /DE/ [ FSS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. V.P.-Safety & Security Sys
(Last)          (First)          (Middle)

1415 W. 22ND STREET, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YYYY)

6/9/2017
(Street)

OAK BROOK, IL 60523
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   6/9/2017     M    892   A $5.50   14262   D    
Common Stock   6/9/2017     M    2200   A $8.40   16462   D    
Common Stock   6/9/2017     M    3704   A $16.09   20166   D    
Common Stock   6/9/2017     M    2318   A $14.48   22484   D    
Common Stock   6/9/2017     M    3153   A $14.83   25637   D    
Common Stock   6/9/2017     M    5925   A $12.66   31562   D    
Common Stock   6/9/2017     F    15922   (1) D $17.01   15640   (2) D    
Common Stock                  15144   I   Shares held in 401(k) plan   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Options (right-to-buy)   $5.5   6/9/2017     M         892      (4) 5/9/2022   Common Stock   892.0   $0   0   D    
Stock Options (right-to-buy)   $8.4   6/9/2017     M         2200      (5) 5/9/2023   Common Stock   2200.0   $0   0   D    
Stock Options (right-to-buy)   $16.09   6/9/2017     M         3704      (6) 4/10/2025   Common Stock   3704.0   $0   1852   D    
Stock Options (right-to-buy)   $14.48   6/9/2017     M         2318      (7) 5/5/2024   Common Stock   2318.0   $0   0   D    
Stock Options (right-to-buy)   $14.83   6/9/2017     M         3153      (8) 12/5/2023   Common Stock   3153.0   $0   0   D    
Stock Option (right-to-buy)   $12.66   6/9/2017     M         5925      (9) 5/5/2026   Common Stock   5925.0   $0   11848   D    

Explanation of Responses:
(1)  This amount represents the total amount of shares withheld to cover payment of the exercise price and applicable tax withholding for each class of securities listed in Table II.
(2)  Some shares are subject to restrictions and forfeiture under Company Stock Benefit Plan.
(3)  Shares held in account under the Federal Signal Corporation Retirement Savings Plan 401(k) dated January 1, 2007.
(4)  The option was granted on 5/9/2012 and vested in three equal annual installments. The option became fully vested and exercisable as of 5/9/2015.
(5)  The option was granted on 5/9/2013 and vested in three equal annual installments. The option became fully vested and exercisable as of 5/9/2016.
(6)  The option was granted on 4/10/2015 and vested in three equal annual installments. The remaining 1,852 shares vest on 4/10/2018.
(7)  The option was granted on 5/5/2014 and vested in three equal annual installments. The option became fully vested and exercisable as of 5/5/2017.
(8)  The option was granted on 12/5/2013 and vested in three equal annual installments. The option became fully vested and exercisable as of 12/5/2016.
(9)  The option was granted on 5/5/2016 and vested in three equal annual installments. 5,924 shares vest on 5/5/2018, and the remaining 5,924 shares vest on 5/5/2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brady Matthew B
1415 W. 22ND STREET
SUITE 1100
OAK BROOK, IL 60523


Sr. V.P.-Safety & Security Sys

Signatures
Daniel A. DuPre, attorney-in-fact for Matthew B. Brady 6/13/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: 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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