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*
Deckard Jenniffer D.

(Last) (First) (Middle)
8834 MAYFIELD ROAD

(Street)
CHESTERLAND OH 44026

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FAIRMOUNT SANTROL HOLDINGS INC. [ FMSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017
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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2017 A 26,100(1) A $0.00 88,686 D
Common Stock 03/01/2017 S(2) 4,245 D $9.5605 84,441(3) D
Common Stock 03/01/2017 A 2,000(4) A $0.00 8,240 I By Spouse
Common Stock 03/01/2017 S(5) 398 D $9.65 7,842(6) I By Spouse
Common Stock 2,098,268 I As trustee of Jenniffer D. Deckard Family Trust U/A/D dated February 28, 2010
Common Stock 857,888 I As trustee of the Abbey Jo Deckard Trust
Common Stock 857,888 I As trustee of the Connor John Deckard Trust
Common Stock 102,000 I As trustee of Daryl K. Deckard Irrevocable Trust dated August 29, 2014
Common Stock 353,600 I As spouse to the trustee of Jenniffer D. Deckard Irrevocable Trust dated December 27, 2012
Common Stock 386,563.124 I By 401(k) Plan
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
Employee Stock Option (Right to Buy) $10.03 03/01/2017 A 50,700 (7) 03/01/2027 Common Stock 50,700 $0.00 769,212(8) D
Employee Stock Option (Right to Buy) $10.03 03/01/2017 A 3,300 (7) 03/01/2027 Common Stock 3,300 $0.00 23,065 D
Explanation of Responses:
1. The reporting person was granted 26,100 restricted stock units. The restricted stock units vest in 1/4 increments commencing one year after the date of grant.
2. The transaction reflects the number of shares of Common Stock sold pursuant to the terms of the Restricted Stock Unit Agreement and in accordance with the Fairmount Santrol Holdings Inc. 2014 Long Term Incentive Plan, to satisfy the reporting person's tax withholding obligations upon the vesting of 12,500 restricted stock units.
3. Includes an aggregate of 76,186 restricted stock units.
4. The reporting person's spouse was granted 2,000 restricted stock units. The restricted stock units vest in 1/4 increments commencing one year after the date of grant.
5. The transaction reflects the number of shares of Common Stock sold pursuant to the terms of the Restricted Stock Unit Agreement and in accordance with the Fairmount Santrol Holdings Inc. 2014 Long Term Incentive Plan, to satisfy the reporting person's tax withholding obligations upon the vesting of 1,050 restricted stock units.
6. Includes an aggregate of 7,190 restricted stock units.
7. The options vest and become exercisable in 1/3 increments commencing one year after the date of grant.
8. The total number of options previously reported has been reduced due to a prior inadvertent math error.
Remarks:
/s/ Jenniffer D. Deckard, by David J. Crandall, her attorney-in-fact pursuant to Power of Attorney dated September 25, 2014, on file with the Commission 03/03/2017
** 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.
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