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*
Bingle John
(Last) (First) (Middle)
6060 PARKLAND BOULEVARD
(Street)
MAYFIELD HEIGHTS OH 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)
Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2017
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 02/23/2017 M 2,300 A (1) 20,547 D
Common Stock 02/23/2017 F 656 D $14.25 19,891 D
Common Stock 10.8345 I Investment Savings 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
Restricted Share Unit $0(1) 02/23/2017 M 2,300 02/23/2015(2) 02/23/2015 Common Stock 2,300 (1) 0 D
Performance Share Unit $0 (3) 12/31/2016 Common Stock 2,300 2,300 D
Performance Share Unit $0 (3) 12/31/2019 Common Stock 2,100 2,100 D
Performance Share Unit $0 (3) 12/31/2017 Common Stock 2,500 2,500 D
Performance Share Unit $0 (3) 12/31/2018 Common Stock 3,200 3,200 D
Phantom Shares (4) (4) (4) Common Stock 2,539.7297 2,539.7297 D
Restricted Share Unit $0 02/20/2017 02/20/2017 Common Stock 0 0 D
Restricted Share Unit $0 02/17/2019 02/17/2019 Common Stock 1,300 1,300 D
Restricted Share Unit $0 02/15/2020 02/15/2020 Common Stock 800 800 D
Restricted Share Unit $0 02/23/2016(5) 02/23/2016 Common Stock 2,500 2,500 D
Restricted Share Unit $0 02/18/2018 02/18/2018 Common Stock 1,000 1,000 D
Stock Options (Right to Buy) $17.26 02/28/2009 02/28/2018 Common Stock 3,500 3,500 D
Stock Options (Right to Buy) $8.25 02/25/2011 02/25/2020 Common Stock 2,625 2,625 D
Stock Options (Right to Buy) $1.37 02/25/2010 02/25/2019 Common Stock 1,751 1,751 D
Stock Options (Right to Buy) $15.16 02/24/2012 02/24/2021 Common Stock 6,500 6,500 D
Stock Options (Right to Buy) $6.84 02/23/2013 02/23/2022 Common Stock 4,800 4,800 D
Stock Options (Right to Buy) $5.29 02/21/2014 02/21/2023 Common Stock 5,300 5,300 D
Stock Options (Right to Buy) $13.09 02/20/2015 02/20/2024 Common Stock 1,900 1,900 D
Stock Options (Right to Buy) $12.33 02/18/2016 02/18/2025 Common Stock 2,100 2,100 D
Stock Options (Right to Buy) $9.6 02/17/2017 02/17/2026 Common Stock 3,700 3,700 D
Stock Options (Right to Buy) $14.27 02/15/2018 02/15/2027 Common Stock 2,500 2,500 D
Explanation of Responses:
1. Restricted share units convert into Common Stock on a one-to-one basis.
2. The date reflected in Table II as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, the Restricted Share Units are subject to an additional two-year holding period. The Transaction Date reported In Tables I and II is the date the holding period expired and the Restricted Share Units were settled and shares of Common Stock delivered.
3. Performance Share Units granted as a performance award, vesting based upon degree of acheivement of performance goal. At the end of the performance period, 50% of award is paid in common shares free of restrictions, and 50% is paid in cash. If the final amount is less than 100% of the share units, the balance is forfeited to the company.
4. Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.
5. The date reflected above as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, settlement of the Restricted Share Units and delivery of common shares is subject to an additional two-year holding period.
/s/ John T. Bingle, Treasurer, by Power of Attorney 02/24/2017
** 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).
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