0000899243-22-015307.txt : 20220421
0000899243-22-015307.hdr.sgml : 20220421
20220421170420
ACCESSION NUMBER: 0000899243-22-015307
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: Duesenberg Mark Hugo
CENTRAL INDEX KEY: 0001445050
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-00584
FILM NUMBER: 22842211
MAIL ADDRESS:
STREET 1: 1000 LAKESIDE
CITY: CLEVELAND
STATE: OH
ZIP: 44114
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
0001445050
Duesenberg Mark Hugo
6060 PARKLAND BOULEVARD
MAYFIELD HEIGHTS
OH
44124
0
1
0
0
General Counsel
Common Stock
2022-04-21
4
D
0
154909
22.00
D
0
D
Common Stock
2022-04-21
4
D
0
231383
22.00
D
0
I
By Trust
Phantom Shares
2022-04-21
4
D
0
42818.5883
22.00
D
Common Stock
42818.5883
0
D
Stock Options
15.10
2022-04-21
4
D
0
27600
6.90
D
2031-02-17
Common Stock
27600
0
D
Stock Options
14.64
2022-04-21
4
D
0
31700
7.36
D
2030-02-19
Common Stock
31700
0
D
Stock Options
17.89
2022-04-21
4
D
0
25900
4.11
D
2029-02-20
Common Stock
25900
0
D
Stock Options
14.27
2022-04-21
4
D
0
21600
7.73
D
2027-02-15
Common Stock
21600
0
D
Stock Options
13.09
2022-04-21
4
D
0
16700
8.91
D
2024-02-20
Common Stock
16700
0
D
Performance Share Units
2022-04-21
4
A
0
13167
0.00
A
Common Stock
13167
32167
D
Performance Share Units
2022-04-21
4
D
0
32167
22.00
D
Common Stock
32167
0
D
Performance Share Units
2022-04-21
4
D
0
15318
0.00
A
Common Stock
15318
33318
D
Performance Share Units
2022-04-21
4
D
0
33318
22.00
D
Common Stock
33318
0
D
Restricted Stock Units
2022-04-21
4
D
0
6700
22.00
D
Common Stock
6700
0
D
Restricted Stock Units
2022-04-21
4
D
0
4600
22.00
D
Common Stock
4600
0
D
Restricted Stock Units
2022-04-21
4
D
0
8313
22.00
D
Common Stock
8313
0
D
Restricted Stock Units
2022-04-21
4
D
0
4800
22.00
D
Common Stock
4800
0
D
Restricted Stock Units
2022-04-21
4
D
0
2533
22.00
D
Common Stock
2533
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 7,200 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 7,600 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