| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIBBEY INC [ LBY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/31/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 19,265.2928 | I | By 401k Plan(1) | |||||||
| Restricted Stock Units | 10,245 | D | ||||||||
| Common Stock | 08/31/2016 | J | 1,321(2) | D | $17.73 | 17,213.1262 | D | |||
| Common Stock | 08/31/2016 | F | 932(3) | D | $17.73 | 16,281.1262 | D | |||
| Restricted Stock Units | 08/31/2016 | J | 1,634(4) | D | $17.73 | 8,611 | D | |||
| Restricted Stock Units | 08/31/2016 | J | 5,466(5) | D | $17.73 | 3,145 | D | |||
| Restricted Stock Units | 08/31/2016 | F | 874(3) | D | $17.73 | 2,271 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $10.13 | 02/11/2011(6) | 02/11/2020 | Common Stock | 2,475 | 2,475 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $15.35 | 02/15/2009(6) | 02/15/2018 | Common Stock | 3,995 | 3,995 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $19.02 | 02/22/2014(7) | 02/22/2023 | Common Stock | 6,818 | 6,818 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $13.95 | 02/17/2013(6) | 02/17/2022 | Common Stock | 4,478 | 4,478 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $17 | 02/10/2012(6) | 02/10/2021 | Common Stock | 3,511 | 3,511 | D | ||||||||
| NQ - Stock Option (Right to Buy) | $17.13 | 08/31/2016 | J | 11,562(8) | 02/17/2017(8) | 02/25/2026(8) | Common Shares | 11,562 | $17.73 | 3,855 | D | ||||
| NQ - Stock Option (Right to Buy) | $23.02 | 08/31/2016 | J | 1,504(9) | 02/24/2015(9) | 02/24/2024 | Common Stock | 1,504 | $17.73 | 4,513 | D | ||||
| NQ - Stock Option (Right to Buy) | $38.06 | 08/31/2016 | J | 2,208(10) | 02/17/2016(10) | 03/02/2025(10) | Common Stock | 2,208 | $17.73 | 2,209 | D | ||||
| Explanation of Responses: |
| 1. The information reported herein is based upon information received from the record keeper of the Libbey Inc. 401k/104m plan. The Libbey Inc. shares attributed to the participant in this report as being held by the plan are the equivalent number of the shares the participant would receive of his entire Libbey Inc. share account if it was distributed to him in Libbey Inc. shares. The actual account in the plan consists of the Libbey Inc. shares and cash. |
| 2. After August 31, 2016 reporting person is no longer subject to Section 16 of the Securities Exchange Act of 1934 (Exchange Act). Pursuant to the terms of the Restricted Stock Unit Agreement (the "RSU Agreement") between the Issuer and the Reporting Person 1,321 of the restricted stock units awarded on February 24, 2014 have been forfeited. The remaining 1,321 restricted stock units will accelerate and become fully vested on August 31, 2016 and shall be issued to the Reporting Person pursuant to the RSU Agreement. |
| 3. Reflects shares withheld to satisfy tax withholding obligations on restricted stock units that vested. |
| 4. After August 31, 2016 reporting person is no longer subject to Section 16 of the Securities Exchange Act of 1934 (Exchange Act). Pursuant to the terms of the Restricted Stock Unit Agreement (the "RSU Agreement") between the Issuer and the Reporting Person, 1,634 of the restricted stock units awarded on March 2, 2015 have been forfeited. The remaining 818 restricted stock units will accelerate and become fully vested on August 31, 2016 and shall be issued to the Reporting Person pursuant to the RSU Agreement. |
| 5. After August 31, 2016 reporting person is no longer subject to Section 16 of the Securities Exchange Act of 1934 (Exchange Act). Pursuant to the terms of the Restricted Stock Unit Agreement (the "RSU Agreement") between the Issuer and the Reporting Person, 5,466 of the restricted stock units awarded on February 25, 2016 have been forfeited. The remaining 1,823 restricted stock units will accelerate and become fully vested on August 31, 2016 and shall be issued to the Reporting Person pursuant to the RSU Agreement. |
| 6. The options become exercisable for 25% of the shares on each of the first, second, third, and fourth anniversary dates. |
| 7. After August 31, 2016 reporting person is no longer subject to Section 16 of the Securities Exchange Act of 1934 (Exchange Act). Pursuant to the terms of the Nonqualified Stock Option Agreement (the "Option Agreement") executed in connection with the option grant made by the Issuer to the Reporting Person on February 22, 2013, options to purchase 1,704 shares of the Issuer's common stock (the "Stock") will accelerate and become fully vested on August 31, 2016. |
| 8. As of August 31, 2016 Reporting Person departed as Vice President-Human Resources. Pursuant to the terms of the Nonqualified Stock Option Agreement (the "Option Agreement") executed in connection with the option grant made by the Issuer to the Reporting Person on February 25, 2016, options to purchase 3,855 shares of the Issuer's common stock (the "Stock") will accelerate and become fully vested on August 31, 2016, expiring on December 30, 2016, and the options to purchase the remaining 11,562 unvested shares of stock were forfeited. |
| 9. After August 31, 2016 reporting person is no longer subject to Section 16 of the Securities Exchange Act of 1934 (Exchange Act). Pursuant to the terms of the Nonqualified Stock Option Agreement (the "Option Agreement") executed in connection with the option grant made by the Issuer to the Reporting Person on February 24, 2014, options to purchase 1,504 shares of the Issuer's common stock (the "Stock") will accelerate and become fully vested on August 31, 2016, and the options to purchase the remaining 1,504 unvested shares of stock were forfeited. |
| 10. As of August 31, 2016 Reporting Person departed as Vice President-Human Resources. Pursuant to the terms of the Nonqualified Stock Option Agreement (the "Option Agreement") executed in connection with the option grant made by the Issuer to the Reporting Person on March 2, 2015, options to purchase 1,104 shares of the Issuer's common stock (the "Stock") will accelerate and become fully vested on August 31, 2016, expiring on December 30, 2016, and the options to purchase the remaining 2,208 unvested shares of stock were forfeited. |
| Remarks: |
| Debbie Hyndman, Attorney-in-Fact for Timothy T. Paige | 08/31/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||