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^*

Dunbar David A.

(Last)

(First)

(Middle)

23 KEEWAYDIN DRIVE

SUITE 300

(Street)

SALEM

03079

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STANDEX INTERNATIONAL CORP/DE/ [ SXI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2024

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	08/23/2024		M⁽¹⁾		10,858	A	$0	22,596.9759	D
Common Stock	08/23/2024		F⁽²⁾		4,018	D	$176.43	18,578.9759	D
Common Stock	08/23/2024		M⁽³⁾		14,283	A	$0	32,861.9759	D
Common Stock	08/23/2024		M⁽³⁾		7,484	A	$0	40,345.9759	D
Common Stock	08/23/2024		F⁽⁴⁾		8,566	D	$176.43	31,779.9759	D
Common Stock								54,233	I	Trustee of Trust

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)
Phantom Stock Units	$71.18	08/23/2024		M⁽¹⁾			10,858	08/23/2024	08/23/2024	Common Stock	10,858	$0	0	D
Phantom Stock Units	$0	08/23/2024		M⁽³⁾			14,283	08/23/2024	08/23/2024	Common Stock	14,283	$0	0	D
Phantom Stock Units	⁽⁵⁾	08/23/2024		A⁽⁵⁾		10,349		08/23/2027	08/23/2027	Common Stock	10,349	$176.43	10,349	D
Restricted Stock Units	⁽⁶⁾	08/23/2024		A⁽⁶⁾		6,899		⁽⁶⁾	⁽⁶⁾	Common Stock	6,899	$176.43	6,899	D
Phantom Stock Units	⁽⁷⁾	08/23/2024		A⁽⁷⁾		2,835		08/23/2027	08/23/2027	Common Stock	2,835	$120.8625	2,835	D

Explanation of Responses:

1. Vesting of Phantom Stock pursuant to Company's Management Stock Purchase Plan.

2. Shares sold to pay taxes on the reported vesting of Phantom Stock.

3. Vesting of Phantom Stock pursuant to the Company's 2018 Omnibus Incentive Plan. Actual achievement, which could have ranged from 0% to 250% of the award, was 152.4%. Thus, the transaction reflected herein reflects the conversion of the original number of units granted and the awarding of the additional amount.

4. Shares sold to pay taxes on vesting of previously issued restricted stock and/or performance share units.

5. Award of Performance Share Units pursuant to the 2018 Omnibus Incentive Plan of the Company. These shares cliff vest at the end of a three year performance period with the ultimate number of shares ranging from 0 to 250% of the award based on achievement against Company performance metrics of the three year period.

6. Grant of Restricted Stock Units pursuant to the 2018 Omnibus Incentive Plan of the Company which vests one-third per year on each anniversary of the date of the award.

7. Contingent Purchase of Phantom Stock of the Company pursuant to the Management Stock Purchase Plan component of the 2018 Omnibus Incentive Plan vesting three years after the date of purchase in the form of Common Stock.

	/s/ Alan J. Glass	08/27/2024
	** 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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