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*
Thomas Peter T

(Last) (First) (Middle)
C/O FERRO CORPORATION
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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2018
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 02/21/2018 M 32,800 A $0.00(1) 384,776 D
Common Stock 02/21/2018 F 8,364 D $21.91 376,412 D
Common Stock 1,172.797 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
Performance Share Unit $0.00 02/21/2018 A 65,600 (2) 12/31/2020 Common Stock 65,600 $0.00 65,600 D
Restricted Share Unit $0.00(1) 02/21/2018 M 32,800 02/23/2016(3) 02/23/2016 Common Stock 32,800 $0.00(1) 0.00 D
Restricted Share Unit $0.00 02/21/2018 A 26,200 02/21/2021(3) 02/21/2021 Common Stock 26,200 $0.00 26,200 D
Stock Options (Right to Buy) $22.01 02/21/2018 A 86,400 (4) 02/21/2028 Common Stock 86,400 $0.00 86,400 D
Performance Share Unit $0.00 (2) 12/31/2017 Common Stock 124,200 124,200 D
Performance Share Unit $0.00 (2) 12/31/2018 Common Stock 158,200 158,200 D
Performance Share Unit $0.00 (2) 12/31/2019 Common Stock 103,500 103,500 D
Phantom Shares (5) (5) (5) Common Stock 117,605.7895 117,605.7895 D
Restricted Share Unit $0.00 04/24/2016(3) 04/24/2016 Common Stock 17,480 17,480 D
Restricted Share Unit $0.00 02/20/2017(3) 02/20/2017 Common Stock 46,100 46,100 D
Restricted Share Unit $0.00 02/18/2018(3) 02/18/2018 Common Stock 49,700 49,700 D
Restricted Share Unit $0.00 02/17/2019(3) 02/17/2019 Common Stock 63,300 63,300 D
Restricted Share Unit $0.00 02/15/2020(3) 02/15/2020 Common Stock 41,400 41,400 D
Stock Options (Right to Buy) $15.16 02/24/2012 02/24/2021 Common Stock 38,000 38,000 D
Stock Options (Right to Buy) $14.27 02/15/2018 02/15/2027 Common Stock 123,300 123,300 D
Stock Options (Right to Buy) $13.09 02/20/2015 02/20/2024 Common Stock 95,300 95,300 D
Stock Options (Right to Buy) $12.33 02/18/2016 02/18/2025 Common Stock 107,300 107,300 D
Stock Options (Right to Buy) $9.6 02/17/2017 02/17/2026 Common Stock 185,700 185,700 D
Stock Options (Right to Buy) $8.25 02/25/2011 02/25/2020 Common Stock 45,000 45,000 D
Stock Options (Right to Buy) $7.02 04/24/2014 04/24/2023 Common Stock 98,800 98,800 D
Stock Options (Right to Buy) $6.84 02/23/2013 02/23/2022 Common Stock 45,500 45,500 D
Stock Options (Right to Buy) $5.29 02/21/2014 02/21/2023 Common Stock 68,800 68,800 D
Explanation of Responses:
1. Restricted share units convert into Common Stock on a one-to-one basis.
2. Performance Share Units granted as a performance award, vesting based upon degree of achievement 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.
3. 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.
4. 33+% per year for 3 years beginning on 21-Feb-2019
5. Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.
Remarks:
/s/ Richard Shuttie, Treasurer, by Power of Attorney 02/23/2018
** 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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