Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WINTEMUTE ERIC G

(Last)

(First)

(Middle)

4695 MACARTHUR COURT, STE 1200

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN VANGUARD CORP [ AVD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/12/2024		D		86,308⁽¹⁾	D	$0	1,067,746	D
Common Stock	07/12/2024		F		45,867⁽²⁾	D	$0	1,021,879	D
Common Stock	08/21/2024		D		17,791⁽³⁾	D	$0	991,572	D
Common Stock	08/21/2024		F		7,396⁽⁴⁾	D	$0	984,176	D
Common Stock	08/21/2024		A		12,851⁽⁵⁾	A	$0	997,027	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were forfeited without consideration to issuer in connection with the termination of reporting person's employment on July 12, 2024, as per the terms of that certain Transition Agreement dated as of July 3, 2024, between issuer and reporting person (the "Transition Agreement").

2. These shares were surrendered to issuer as payment of applicable tax withholding for shares that became vested upon reporting person's termination of employment on July 12, 2024 in accordance with the Transition Agreement.

3. These shares were forfeited without consideration to issuer from the award of performance shares made on April 16, 2021 ("Performance Share Award"), based on the degree of performance achieved which took into account the financial performance of issuer versus that of comparator companies.

4. These shares were surrendered to issuer as payment of applicable tax withholding in accordance with the Transition Agreement for shares that became vested under the Performance Share Award.

5. These shares represent an award made by issuer to reporting person as a non-management director for the period commencing on the last date of reporting person's employment (i.e., July 12, 2024) through the date of issuer's 2025 annual meeting of shareholders as per the terms of issuer's compensation plan for non-management directors and the provisions of the Transition Agreement.

	/s/ Eric G. Wintemute	09/03/2024
	** 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).
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