Statement of Changes in Beneficial Ownership (4)
September 10 2019 - 2:13PM
Edgar (US Regulatory)
FORM 4
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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).
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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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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
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Arevalo Ricardo M |
2. Issuer Name and Ticker or Trading Symbol
Simpson Manufacturing Co., Inc.
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SSD
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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) COO, Simpson Strong-Tie
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(Last)
(First)
(Middle)
5956 W. LAS POSITAS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/9/2019
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(Street)
PLEASANTON, CA 94588
(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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Performance stock units - 2019 (1)
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4381 (1)
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D
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Performance stock units
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3876 (2)
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D
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Common Stock (RSUs awarded February 4, 2017)
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4423 (3)
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D
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Common Stock (PRSUs awarded February 4, 2017)
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8859 (4)
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D
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Common Stock (RSUs awarded February 1, 2016)
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9/9/2019
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S
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1301
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D
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$65.37
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3673 (5)
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D
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Common Stock (PRSUs awarded February 1, 2016)
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6126 (6)
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D
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Common Stock (RSUs awarded February 2, 2015)
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2170 (7)
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D
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Common Stock (RSUs awarded February 3, 2014)
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3210 (8)
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D
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Common Stock (RSUs awarded February 6, 2013)
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2415 (9)
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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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Restricted stock units -2019 (10)
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$0.0
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(10)
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(10)
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Common Stock
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1616.0
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1616
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D
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Restricted stock units (11)
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$0.0
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(11)
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(11)
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Common Stock
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1479.0
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1479
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D
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Explanation of Responses:
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(1)
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Amount of performance stock units (PSUs) awarded on February 15, 2019. PSUs vest fully on February 15, 2022, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The number of PSU's presented assumes the number of shares vested based on meeting targeted performance goals and net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
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(2)
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Amount of performance stock units (PSUs) awarded on February 15, 2018. PSUs vest fully on February 15, 2021, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The number of PSU's presented assumes the number of shares vested based on meeting targeted performance goals and net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
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(3)
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Amount includes 4,423 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest one fourth on February 15, 2017, February 15, 2018, February 15, 2019, and February 15, 2020. The 4,423 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
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(4)
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Amount includes 8,859 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest fully on February 15, 2020, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The 8,859 shares assume that the number of shares that vest are based on targeted performance and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
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(5)
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Amount includes 4,974 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 4,974 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
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(6)
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Amount includes 6,126 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest fully on the third anniversary of the award date subject to the Company's relative performance versus the S&P Smallcap 600 Index. The 6,126 shares assume that the maximum number of shares will vest, based on performance at the highest level, and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
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(7)
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Amount includes 2,170 shares of restricted stock units (RSUs) awarded on February 2, 2015. RSUs vest three fourths on the third anniversary of the award date and one fourth on the fourth anniversary of the award date. The 2,170 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
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(8)
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Amount includes 3,210 shares of restricted stock units (RSUs) awarded on February 3, 2014. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 3,210 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
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(9)
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Amount was reduced by 25 shares to reflect the actual number of shares vested after withholding shares for the payment of income and other taxes due at the time of vesting.
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(10)
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Amount of restricted stock units (RSUs) awarded on February 15, 2019 . Twenty percent of RSUs vest on February 15, 2020, forty percent on February 17, 2021 and February 15, 2022. Granted RSUs do not have exercise dates or an expiration date.
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(11)
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Amount of restricted stock units (RSUs) awarded on February 15, 2018. Twenty percent of RSUs vest on February 15, 2019, forty percent on February 17, 2020 and February 15, 2021.Granted RSUs do not have exercise dates or an expiration date.
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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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Arevalo Ricardo M 5956 W. LAS POSITAS PLEASANTON, CA 94588
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COO, Simpson Strong-Tie
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Signatures
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/s/RICARDO M. AREVALO
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9/10/2019
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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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