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*
Duesenberg Mark Hugo

(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)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2018
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 03/07/2018 M 12,000 A $1.37 180,631 D
Common Stock 03/07/2018 S(1) 12,000 D $24.0802(2) 168,631 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $1.37 03/07/2018 M 12,000 02/25/2010 02/25/2019 Common Stock 12,000 $0.00 23,000 D
Performance Share Unit $0.00 (3) 12/31/2018 Common Stock 27,700 27,700 D
Performance Share Unit $0.00 (3) 12/31/2019 Common Stock 18,100 18,100 D
Performance Share Unit $0.00 (3) 12/31/2020 Common Stock 11,500 11,500 D
Phantom Shares (4) (4) (4) Common Stock 30,631.6392 30,631.6392 D
Restricted Share Unit $0.00 02/20/2017(5) 02/20/2017 Common Stock 8,100 8,100 D
Restricted Share Unit $0.00 02/18/2018(5) 02/18/2018 Common Stock 8,700 8,700 D
Restricted Share Unit $0.00 02/17/2019(5) 02/17/2019 Common Stock 11,100 11,100 D
Restricted Share Unit $0.00 02/15/2020(5) 02/15/2020 Common Stock 7,200 7,200 D
Restricted Share Unit $0.00 02/21/2021(5) 02/21/2021 Common Stock 4,600 4,600 D
Stock Options (Right to Buy) $22.01 (6) 02/21/2028 Common Stock 15,100 15,100 D
Stock Options (Right to Buy) $15.16 02/24/2012 02/24/2021 Common Stock 32,300 32,300 D
Stock Options (Right to Buy) $14.27 02/15/2018 02/15/2027 Common Stock 21,600 21,600 D
Stock Options (Right to Buy) $13.09 02/20/2015 02/20/2024 Common Stock 16,700 16,700 D
Stock Options (Right to Buy) $12.33 02/18/2016 02/18/2025 Common Stock 18,800 18,800 D
Stock Options (Right to Buy) $9.6 02/17/2017 02/17/2026 Common Stock 32,500 32,500 D
Stock Options (Right to Buy) $8.25 02/25/2011 02/25/2020 Common Stock 35,000 35,000 D
Stock Options (Right to Buy) $6.84 02/23/2013 02/23/2022 Common Stock 36,100 36,100 D
Stock Options (Right to Buy) $5.29 02/21/2014 02/21/2023 Common Stock 57,300 57,300 D
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by Mr. Duesenberg.
2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $23.93-$24.31. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
3. 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.
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.
6. 33+% per year for 3 years beginning on 21-Feb-2019
Remarks:
/s/ Richard Shuttie, Treasurer, by Power of Attorney 03/09/2018
** 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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