Statement of Changes in Beneficial Ownership (4)
March 09 2018 - 4:27PM
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
Estimated average burden
hours per response...
0.5
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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
*
Duesenberg Mark Hugo
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
General Counsel
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(Last)
(First)
(Middle)
6060 PARKLAND BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/7/2018
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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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3/7/2018
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M
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12000.00
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A
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$1.37
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180631.00
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D
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Common Stock
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3/7/2018
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S
(1)
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12000.00
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D
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$24.0802
(2)
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168631.00
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D
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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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Stock Options (Right to Buy)
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$1.37
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3/7/2018
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M
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12000.00
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2/25/2010
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2/25/2019
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Common Stock
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12000.00
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$0.00
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23000.00
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D
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Performance Share Unit
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$0.00
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(3)
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12/31/2018
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Common Stock
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27700.00
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27700.00
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D
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Performance Share Unit
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$0.00
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(3)
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12/31/2019
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Common Stock
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18100.00
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18100.00
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D
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Performance Share Unit
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$0.00
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(3)
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12/31/2020
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Common Stock
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11500.00
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11500.00
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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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30631.6392
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30631.6392
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D
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Restricted Share Unit
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$0.00
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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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8100.00
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8100.00
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D
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Restricted Share Unit
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$0.00
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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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8700.00
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8700.00
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D
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Restricted Share Unit
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$0.00
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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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11100.00
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11100.00
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D
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Restricted Share Unit
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$0.00
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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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7200.00
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7200.00
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D
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Restricted Share Unit
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$0.00
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2/21/2021
(5)
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2/21/2021
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Common Stock
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4600.00
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4600.00
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D
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Stock Options (Right to Buy)
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$22.01
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(6)
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2/21/2028
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Common Stock
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15100.00
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15100.00
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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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32300.00
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32300.00
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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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21600.00
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21600.00
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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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16700.00
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16700.00
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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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18800.00
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18800.00
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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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32500.00
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32500.00
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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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35000.00
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35000.00
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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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36100.00
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36100.00
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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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57300.00
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57300.00
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D
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Explanation of Responses:
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(1)
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The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by Mr. Duesenberg.
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(2)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $23.93-$24.31. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(3)
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Performance Share Units granted as a performance award, vesting based upon degree of achievement 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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(6)
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33+% per year for 3 years beginning on 21-Feb-2019
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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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Duesenberg Mark Hugo
6060 PARKLAND BOULEVARD
MAYFIELD HEIGHTS, OH 44124
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General Counsel
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Signatures
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/s/ Richard Shuttie, Treasurer, by Power of Attorney
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3/9/2018
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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.
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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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