| 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
FERRO CORP [ FOE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2015 | ||||||||||||||||||||||||||
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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 | 12/17/2015 | S | 30,000 | D | $10.9864(1) | 38,547 | 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 | ||||||||
| Performance Share Unit | $0 | (2) | 12/31/2016 | Common Stock | 16,900 | 16,900 | D | ||||||||
| Performance Share Unit | $0 | (2) | 12/31/2015 | Common Stock | 53,500 | 53,500 | D | ||||||||
| Performance Share Unit | $0 | (2) | 12/31/2017 | Common Stock | 18,200 | 18,200 | D | ||||||||
| Phantom Shares(3) | (3) | (3) | (3) | Common Stock | 23,773.5164 | 23,773.5164 | D | ||||||||
| Restricted Share Unit | $0 | 02/20/2017 | 02/20/2017 | Common Stock | 6,700 | 6,700 | D | ||||||||
| Restricted Share Unit | $0 | 02/23/2015 | 02/23/2015 | Common Stock | 14,700 | 14,700 | D | ||||||||
| Restricted Share Unit | $0 | 02/23/2016 | 02/23/2016 | Common Stock | 21,400 | 21,400 | D | ||||||||
| Restricted Share Unit | $0 | 02/18/2018 | 02/18/2018 | Common Stock | 7,300 | 7,300 | D | ||||||||
| Stock Options (Right to Buy) | $20.69 | 02/16/2007 | 02/16/2016 | Common Stock | 15,500 | 15,500 | D | ||||||||
| Stock Options (Right to Buy) | $21.99 | 02/06/2008 | 02/06/2017 | Common Stock | 18,000 | 18,000 | D | ||||||||
| Stock Options (Right to Buy) | $17.26 | 02/28/2009 | 02/28/2018 | Common Stock | 17,000 | 17,000 | D | ||||||||
| Stock Options (Right to Buy) | $8.25 | 02/25/2011 | 02/25/2020 | Common Stock | 35,000 | 35,000 | D | ||||||||
| Stock Options (Right to Buy) | $15.16 | 02/24/2012 | 02/24/2021 | Common Stock | 26,600 | 26,600 | D | ||||||||
| Stock Options (Right to Buy) | $6.84 | 02/23/2013 | 02/23/2022 | Common Stock | 31,500 | 31,500 | D | ||||||||
| Stock Options (Right to Buy) | $5.29 | 02/21/2014 | 02/21/2023 | Common Stock | 44,900 | 44,900 | D | ||||||||
| Stock Options (Right to Buy) | $13.09 | 02/20/2015 | 02/20/2024 | Common Stock | 14,000 | 14,000 | D | ||||||||
| Stock Options (Right to Buy) | $12.33 | 02/18/2016 | 02/18/2025 | Common Stock | 15,700 | 15,700 | D | ||||||||
| Explanation of Responses: |
| 1. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $10.96-$11.06. 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. |
| 2. 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. |
| 3. Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees. |
| /s/ John T. Bingle, Treasurer, by Power of Attorney | 12/18/2015 | |
| ** 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. | ||