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^*

Henke Andrew T

(Last)

(First)

(Middle)

6060 PARKLAND BOULEVARD

(Street)

MAYFIELD HEIGHTS

44124

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2022

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	04/21/2022		D⁽¹⁾		9,953	D	$22⁽¹⁾	0	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)
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)
Phantom Shares	⁽²⁾	04/21/2022		D⁽¹⁾⁽²⁾			129.3465	⁽²⁾	⁽²⁾	Common Stock	129.3465	$22⁽²⁾	0	D
Stock Options	$15.1	04/21/2022		D⁽¹⁾⁽³⁾			7,500	⁽³⁾	02/17/2031	Common Stock	7,500	$6.9⁽³⁾	0	D
Performance Share Units	⁽⁴⁾	04/21/2022		A⁽⁵⁾			4,169.9	⁽⁶⁾	⁽⁶⁾	Common Stock	4,169.9	$22⁽⁵⁾	9,069.9	D
Performance Share Units	⁽⁴⁾	04/21/2022		D⁽¹⁾⁽⁵⁾			9,069.9	⁽⁶⁾	⁽⁶⁾	Common Stock	9,069.9	$22⁽⁵⁾	0	D
Restricted Stock Units	⁽⁴⁾	04/21/2022		D⁽¹⁾⁽⁵⁾			5,780	⁽⁷⁾	⁽⁷⁾	Common Stock	5,780	$22⁽⁵⁾	0	D
Restricted Stock Units	⁽⁴⁾	04/21/2022		D⁽¹⁾⁽⁵⁾			2,275	⁽⁸⁾	⁽⁸⁾	Common Stock	2,275	$22⁽⁵⁾	0	D
Restricted Stock Units	⁽⁴⁾	04/21/2022		D⁽¹⁾⁽⁵⁾			1,333	⁽⁹⁾	⁽⁹⁾	Common Stock	1,333	$22⁽⁵⁾	0	D
Restricted Stock Units	⁽⁴⁾	04/21/2022		D⁽¹⁾⁽⁵⁾			1,380	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,380	$22⁽⁵⁾	0	D

Explanation of Responses:

1. On April 21, 2022, PMHC II Inc. ("Prince"), an affiliate of Prince International Corporation, acquired Ferro Corporation (the "Issuer") pursuant to an 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.

2. Each phantom share ("Phantom Share") is the equivalent of one share of Issuer Common Stock. Pursuant to the Merger Agreement each Phantom Share awarded under the Issuer's Supplemental Defined Contribution Plan for Executive Employees automatically converted into the right to receive the Merger Consideration, without interest and less any applicable withholding tax.

3. Pursuant to the Merger Agreement, options to purchase shares of Common Stock (the "Options") which originally provided for vesting in equal annual installments commencing February 17, 2022, became fully vested (to the extent not previously vested) and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the exercise price of the Option and the Merger Consideration multiplied by the number of shares of Common Stock subject to such Option, immediately prior to the effective time of the Merger.

4. Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.

5. Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") and performance share unit ("PSU"), was cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such RSU or PSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. PSUs acquired include additional share units deemed earned based on the achievement of actual performance above target level performance through the effective time of the Merger which were not required to be included on prior reports prior to the satisfaction of the performance-based vesting conditions.

6. Represents PSUs granted in 2021, which were originally scheduled to vest based on the achievement of certain performance criteria. The number of shares of Common Stock actually earned in respect of the PSUs was determined based on the Issuer's determination of applicable performance result in accordance with the terms of the applicable PSU award agreement and the Merger Agreement.

7. Represents RSUs granted in 2019, which were originally scheduled to vest on September 4, 2022. Once vested, settlement of the RSUs and delivery of Common Stock was originally subject to an additional two-year holding period.

8. Represents RSUs granted in 2022, which were originally scheduled to vest in three equal annual installments beginning on February 10, 2023.

9. Represents the remaining portion of an RSU grant of 2,000 RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on February 17, 2022.

10. Represents the remaining portion of an RSU grant of 4,140 RSUs granted in 2020, which were originally scheduled to vest in three equal annual installments beginning on February 19, 2021.

Remarks:

	/s/ Richard Shuttie, Treasurer, by Power of Attorney	04/21/2022
	** Signature of Reporting Person	Date
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