0000899243-22-015299.txt : 20220421
0000899243-22-015299.hdr.sgml : 20220421
20220421165946
ACCESSION NUMBER: 0000899243-22-015299
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: Schlater Benjamin
CENTRAL INDEX KEY: 0001683779
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-00584
FILM NUMBER: 22842145
MAIL ADDRESS:
STREET 1: C/O FERRO CORPORATION 6060 PARKLAND BLVD
STREET 2: SUITE 250
CITY: MAYFIELD HEIGHTS
STATE: OH
ZIP: 44124
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
0001683779
Schlater Benjamin
6060 PARKLAND BOULEVARD
MAYFIELD HEIGHTS
OH
44124
0
1
0
0
Chief Financial Officer
Common Stock
2022-04-21
4
D
0
51338
22.00
D
0
D
Phantom Shares
2022-04-21
4
D
0
12417.3014
22.00
D
Common Stock
12417.3014
0
D
Stock Options
15.10
2022-04-21
4
D
0
36400
6.90
D
2031-02-17
Common Stock
36400
0
D
Stock Options
14.64
2022-04-21
4
D
0
41700
7.36
D
2030-02-19
Common Stock
41700
0
D
Stock Options
17.89
2022-04-21
4
D
0
31800
4.11
D
2029-02-20
Common Stock
31800
0
D
Stock Options
14.27
2022-04-21
4
D
0
13733
7.73
D
2027-02-15
Common Stock
13733
0
D
Stock Options
9.60
2022-04-21
4
D
0
4633
12.40
D
2026-02-17
Common Stock
4633
0
D
Stock Options
13.35
2022-04-21
4
D
0
1533
8.65
D
2026-09-01
Common Stock
1533
0
D
Performance Share Units
2022-04-21
4
A
0
17325
22.00
A
Common Stock
17325
42325
D
Performance Share Units
2022-04-21
4
D
0
42325
22.00
D
Common Stock
42325
0
D
Performance Share Units
2022-04-21
4
A
0
20168.7
22.00
A
Common Stock
20168.7
43868.7
D
Performance Share Units
2022-04-21
4
D
0
43868.7
22.00
D
Common Stock
43868.7
0
D
Restricted Stock Units
2022-04-21
4
D
0
8300
22.00
D
Common Stock
8300
0
D
Restricted Stock Units
2022-04-21
4
D
0
5000
22.00
D
Common Stock
5000
0
D
Restricted Stock Units
2022-04-21
4
D
0
10958
22.00
D
Common Stock
10958
0
D
Restricted Stock Units
2022-04-21
4
D
0
6333
22.00
D
Common Stock
6333
0
D
Restricted Stock Units
2022-04-21
4
D
0
3333
22.00
D
Common Stock
3333
0
D
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.
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.
Pursuant to the Merger Agreement, options to purchase shares of Common Stock (the "Options") 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.
These Options originally provided for vesting in equal annual installments commencing February 17, 2022.
These Options originally provided for vesting in equal annual installments commencing February 19, 2021.
These Options were fully vested Options.
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.
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.
Represents PSUs granted in 2020, 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.
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.
Represents RSUs granted in 2019, which vested on February 20, 2022. Once vested, settlement of the RSUs and delivery of Common Stock was originally subject to an additional two-year holding period.
Represents RSUs granted in 2018, which vested on February 21, 2021. Once vested, settlement of the RSUs and delivery of Common Stock was originally subject to an additional two-year holding period.
Represents RSUs granted in 2022, which were originally scheduled to vest in three equal annual installments beginning on February 10, 2023.
Represents the remaining portion of an RSU grant of 9,500 RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on February 17, 2022.
Represents the remaining portion of an RSU grant of 10,000 RSUs granted in 2020, which were originally scheduled to vest in three equal annual installments beginning on February 19, 2021.
/s/ Richard Shuttie, Treasurer, by Power of Attorney
2022-04-21