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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
FERRO CORP [ FOE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/08/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 17,211 | I | Investment Savings Plan | |||||||
Common Stock | 5,977 | I | Owned by Spouse | |||||||
Common Stock | 700 | I | H&B Ortino Irrevocable Trust | |||||||
Common Stock | 06/08/2004 | M | 15,000 | A | $15.75 | 88,034 | I | Hector Ruben Ortino, Trust | ||
Common Stock | 06/08/2004 | F(1) | 10,963 | D | $26.05 | 77,071 | I | Hector Ruben Ortino, Trust | ||
Common Stock | 06/08/2004 | S(1) | 4,037 | D | $26 | 73,034 | I | Hector Ruben Ortino, Trust | ||
Common Stock - Restricted | 116,500 | D | ||||||||
Common Stock - Deferred Bonus Plan | 6,149.5239 | D | ||||||||
Common Stock - Supp Exec Defined | 9,386.2369 | D |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (Right to buy) | $15.75 | 06/08/2004 | M(1) | 15,000 | 01/17/1997 | 01/17/2006 | Common Stock | 15,000 | $15.75 | 10,000 | D | ||||
Stock Options (Right to buy) | $18.5 | 02/11/2001(2) | 02/11/2010(2) | Common Stock | 70,000 | 70,000 | D | ||||||||
Stock Options (Right to buy) | $19.5 | 01/17/1998(2) | 01/17/2007(2) | Common Stock | 57,000 | 57,000 | D | ||||||||
Stock Options (Right to buy) | $21.0625 | 02/25/2000(2) | 02/25/2009(2) | Common Stock | 70,000 | 70,000 | D | ||||||||
Stock Options (Right to buy) | $21.26 | 02/28/2007(2) | 02/28/2013(2) | Common Stock | 175,000 | 175,000 | D | ||||||||
Stock Options (Right to buy) | $22.9375 | 01/13/1999(2) | 01/13/2008(2) | Common Stock | 50,000 | 50,000 | D | ||||||||
Stock Options (Right to buy) | $23.6 | 02/09/2002(2) | 02/09/2011(2) | Common Stock | 122,000 | 122,000 | D | ||||||||
Stock Options (Right to buy) | $25.5 | 02/11/2006(2) | 02/11/2012(2) | Common Stock | 155,000 | 155,000 | D | ||||||||
Stock Options (Right to buy) | $26.26 | 02/09/2005 | 02/09/2014 | Common Stock | 175,000 | 175,000 | D | ||||||||
ESOP Convertible Preferred | $2.5988 | (3) | (3) | Common Stock | 3,954.5164 | 3,954.5164 | I | Beneficially Owned - ESOP Trust |
Explanation of Responses: |
1. Transaction occurred pursuant to existing Rule 10b5-1 Plan. |
2. Stock Option Grant. Ten year life; 25% vesting the first four years. Upon retirement, unvested options become fully vested and availalble to exercise for the remaining life of the options. |
3. Price per share at which Ferro issued 1,520,215 shares of 7% Series A ESOP convertible Preferred Stock. Employees were only able to obtain preferred shares as part of the ESOP company match program. Shares can only be converted to common shares for distribution. |
Hector R Ortino | 06/10/2004 | |
** 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. |