SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Pfeiffer Nicholas

(Last)

(First)

(Middle)

FMC CORPORATION

2929 WALNUT STREET

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FMC CORP [ FMC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2019

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	06/11/2019		M		1,261	A	$35.39	10,757⁽¹⁾	D
Common Stock	06/11/2019		S		1,261	D	$80.67	9,496	D
Common Stock	06/11/2019		M		1,185	A	$41.2	10,681	D
Common Stock	06/11/2019		S		1,185	D	$80.67	9,496	D
Common Stock								525.86	I	Thrift Plan⁽²⁾

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)
Stock Option (Right to Buy)	$35.39⁽³⁾	06/11/2019		M			1,261⁽³⁾	02/17/2014	02/17/2021	Common Stock	1,261⁽³⁾	$0	0	D
Stock Option (Right to Buy)	$41.2⁽³⁾	06/11/2019		M			1,185⁽³⁾	02/16/2015	02/16/2022	Common Stock	1,185⁽³⁾	$0	0	D

Explanation of Responses:

1. Reflects the adjustment of the Reporting Person's restricted stock units with respect to shares of FMC Common Stock in connection with the prorata spinoff distribution ("Distribution") by FMC of all of its shares of Livent Corporation Common Stock on March 1, 2019, in accordance with the terms of the Amended and Restated Employee Matters Agreement, dated as of February 4, 2019, by and between FMC and Livent Corporation ("EMA") and the anti-dilution adjustment provisions under the FMC Corporation Incentive Compensation and Stock Plan.

2. Based on plan statement as of June 11, 2019.

3. Reflects the adjustment of the number of shares of FMC Common Stock purchasable pursuant to the specified stock option, and the exercise price of such stock option, in connection with the Distribution, in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the FMC Corporation Incentive Compensation and Stock Plan.

	/s/ Michael F. Reilly, as attorney in fact for Nicholas Pfeiffer	06/13/2019
	** 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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