Statement of Changes in Beneficial Ownership (4)
April 07 2017 - 3:39PM
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
*
Eilers Peter
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2. Issuer Name
and
Ticker or Trading Symbol
AMERICAN VANGUARD CORP
[
AVD
]
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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)
Vice President/BD & Mktg-AMVAC
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(Last)
(First)
(Middle)
4695 MACARTHUR COURT, SUITE 1200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/4/2017
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(Street)
NEWPORT BEACH, CA 92660
(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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4/4/2017
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A
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3900
(1)
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D
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$0.00
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13630
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D
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Common Stock
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4/4/2017
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A
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3900
(2)
(3)
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D
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$0.00
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17530
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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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Explanation of Responses:
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(1)
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Note 1: These shares were awarded in connection with the promotion of the reporting person to his current position and comprise time-based restricted stock that vests in its entirety on January 1, 2020, provided reporting person remains continuously employed by issuer through that date.
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(2)
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Note 2: These shares were awarded in connection with the promotion of the reporting person to his current position and comprise performance shares, the vesting of which occurs on two conditions: first, that reporting person remain continuously employed through January 1, 2020, and second, that the issuer achieve certain financial performance as measured over the three year performance period from January 1, 2017 through December 31, 2019. The payout of these performance shares may range from zero to 200 percent of the target number of shares, depending upon whether and to what extent issuer underachieves, meets or exceeds targeted performance, which is assessed as follows: the issuer compares its earnings before income tax (EBIT) with the median EBIT of an agchem peer group and applies a 50% factor; the issuer then compares its net sales for the performance period with the median net sales of the same group and applies a 30% factor;
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(3)
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(continued from footnote 2) and finally, the issuer compares its total shareholder return (TSR) over the same period with that of two groups - the Russell 2000 (10% factor) and the median TSR of peers identified in issuer's proxy (10% factor).
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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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Eilers Peter
4695 MACARTHUR COURT, SUITE 1200
NEWPORT BEACH, CA 92660
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Vice President/BD & Mktg-AMVAC
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Signatures
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/s/ Peter Eilers
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4/7/2017
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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.
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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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