0000899243-22-015294.txt : 20220421 0000899243-22-015294.hdr.sgml : 20220421 20220421165808 ACCESSION NUMBER: 0000899243-22-015294 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220421 FILED AS OF DATE: 20220421 DATE AS OF CHANGE: 20220421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lorber David A CENTRAL INDEX KEY: 0001358538 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00584 FILM NUMBER: 22842135 MAIL ADDRESS: STREET 1: C/O FRONTFOUR CAPITAL GROUP LLC STREET 2: 35 MASON STREET, 4TH FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FERRO CORP CENTRAL INDEX KEY: 0000035214 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 340217820 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6060 PARKLAND BLVD STREET 2: SUITE 250 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 216-875-5458 MAIL ADDRESS: STREET 1: 6060 PARKLAND BLVD STREET 2: SUITE 250 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-04-21 1 0000035214 FERRO CORP FOE 0001358538 Lorber David A 6060 PARKLAND BOULEVARD MAYFIELD HEIGHTS OH 44124 1 0 0 0 Common Stock 2022-04-21 4 D 0 22000 22.00 D 0 D Common Stock 2022-04-21 4 D 0 19028.0568 22.00 D 0 I By Director Deferred Comp Plan Deferred Stock Units 2022-04-21 4 D 0 57500 22.00 A Common Stock 57500 0 D On April 21, 2022, PMHC II Inc. ("Prince"), an affiliate of Prince International Corporation acquired Ferro Corporation (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of May 11, 2021 (the "Merger Agreement"), by and among the Issuer, Prince and PMHC Fortune Merger Sub, Inc., a wholly owned subsidiary of Prince ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a direct or indirect, wholly owned subsidiary of Prince. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, par value $1.00 per share, (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $22.00 per share in cash (the "Merger Consideration"), without interest and less any applicable withholding tax. Each deferred stock unit ("DSU") represents a contingent right to receive one share of the Issuer's Common Stock. Pursuant to the Merger Agreement, each outstanding DSU was cancelled and entitled the holder to receive an amount of cash, without interest, equal to the number of shares of Common Stock subject to such DSU immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. The DSUs vest immediately upon grant; however, the DSUs were originally scheduled to be converted into shares of Common Stock only upon the holder ceasing to serve as a director of the Issuer. /s/ Richard Shuttie, Treasurer, by Power of Attorney 2022-04-21