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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (3) | 12/29/2017 | M | 100,000 | 12/29/2017 | 12/29/2017 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
| Stock Options (Right to Buy) | $ 1.37 | 01/02/2018 | M | 20,033 | 02/25/2010 | 02/25/2019 | Common Stock | 20,033 | $ 0 | 0 | D | ||||
| Performance Share Unit | $ 0 | (4) | 12/31/2017 | Common Stock | 124,200 | 124,200 | D | ||||||||
| Performance Share Unit | $ 0 | (4) | 12/31/2018 | Common Stock | 158,200 | 158,200 | D | ||||||||
| Performance Share Unit | $ 0 | (4) | 12/31/2019 | Common Stock | 103,500 | 103,500 | D | ||||||||
| Phantom Shares | (5) | (5) | (5) | Common Stock | 107,605.7895 | 107,605.7895 | D | ||||||||
| Restricted Share Unit | $ 0 | 02/23/2016(6) | 02/23/2016 | Common Stock | 32,800 | 32,800 | D | ||||||||
| Restricted Share Unit | $ 0 | 04/24/2016(6) | 04/24/2016 | Common Stock | 17,480 | 17,480 | D | ||||||||
| Restricted Share Unit | $ 0 | 02/20/2017(6) | 02/20/2017 | Common Stock | 46,100 | 46,100 | D | ||||||||
| Restricted Share Unit | $ 0 | 02/18/2018(6) | 02/18/2018 | Common Stock | 49,700 | 49,700 | D | ||||||||
| Restricted Share Unit | $ 0 | 02/17/2019(6) | 02/17/2019 | Common Stock | 63,300 | 63,300 | D | ||||||||
| Restricted Share Unit | $ 0 | 02/15/2020(6) | 02/15/2020 | Common Stock | 41,400 | 41,400 | D | ||||||||
| Stock Options (Right to Buy) | $ 15.16 | 02/24/2012 | 02/24/2021 | Common Stock | 38,000 | 38,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 14.27 | 02/15/2018 | 02/15/2027 | Common Stock | 123,300 | 123,300 | D | ||||||||
| Stock Options (Right to Buy) | $ 13.09 | 02/20/2015 | 02/20/2024 | Common Stock | 95,300 | 95,300 | D | ||||||||
| Stock Options (Right to Buy) | $ 12.33 | 02/18/2016 | 02/18/2025 | Common Stock | 107,300 | 107,300 | D | ||||||||
| Stock Options (Right to Buy) | $ 9.6 | 02/17/2017 | 02/17/2026 | Common Stock | 185,700 | 185,700 | D | ||||||||
| Stock Options (Right to Buy) | $ 8.25 | 02/25/2011 | 02/25/2020 | Common Stock | 45,000 | 45,000 | D | ||||||||
| Stock Options (Right to Buy) | $ 7.02 | 04/24/2014 | 04/24/2023 | Common Stock | 98,800 | 98,800 | D | ||||||||
| Stock Options (Right to Buy) | $ 6.84 | 02/23/2013 | 02/23/2022 | Common Stock | 45,500 | 45,500 | D | ||||||||
| Stock Options (Right to Buy) | $ 5.29 | 02/21/2014 | 02/21/2023 | Common Stock | 68,800 | 68,800 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Thomas Peter T C/O FERRO CORPORATION 6060 PARKLAND BOULEVARD MAYFIELD HEIGHTS, OH 44124 |
Chairman, President and CEO | |||
| /s/ Richard Shuttie, Treasurer, by Power of Attorney | 01/03/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by Mr. Thomas. |
| (2) | Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $23.5003-$23.645. 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. |
| (3) | Restricted Stock Units converted to shares of Common Stock on a one-for-one basis upon vesting. |
| (4) | Performance Share Units granted as a performance award, vesting based upon degree of acheivement 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. |
| (5) | Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees. |
| (6) | 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. |