0000899243-17-014311.txt : 20170525 0000899243-17-014311.hdr.sgml : 20170525 20170525145727 ACCESSION NUMBER: 0000899243-17-014311 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170523 FILED AS OF DATE: 20170525 DATE AS OF CHANGE: 20170525 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN VANGUARD CORP CENTRAL INDEX KEY: 0000005981 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 952588080 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4695 MACARTHUR COURT CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-260-1200 MAIL ADDRESS: STREET 1: 4695 MACARTHUR COURT CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: AEROCON INC DATE OF NAME CHANGE: 19720620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rizzi John CENTRAL INDEX KEY: 0001570368 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13795 FILM NUMBER: 17869612 MAIL ADDRESS: STREET 1: C/O AMERICAN VANGUARD CORPORATION STREET 2: 4695 MACARTHUR COURT, SUITE 1200 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-23 0 0000005981 AMERICAN VANGUARD CORP AVD 0001570368 Rizzi John 4695 MACARTHUR COURT, SUITE 1200 NEWPORT BEACH CA 92660 0 1 0 0 See Remarks Common Stock 2017-05-23 4 F 0 4477 0.00 D 31541 D The reporting person delivered these time-based restricted shares to issuer in payment of the tax liability associated with the vesting of 10,673 shares of restricted stock (both time-based and performance shares) in accordance with Rule 16b-3. On May 23, 2014, reporting person was awarded 4,105 time-based restricted shares and 4,105 performance shares. The first tranche vested in its entirety on the transaction date above. The second tranche was subject to certain financial metrics to be measured over the performance period of January 1, 2015 through December 31, 2017, namely: i) issuer's earnings before income tax ("EBIT") as compared to the median growth (computed in terms of compound annual growth) of of a peer group (consisting of Syngenta, Bayer, BASF, Dow, Monsanto, DuPont, Makteshim, Nufarm, FMC, Cheminova, United Phosphorus and (Continued from Footnote 1) Isagro (the "Ag Peers")); ii) issuer's net sales as compared to the median growth of the Ag Peers; and iii) the relative growth of the fair market value of issuer's common stock as compared to that of (x) the Russell 2000 Index and (y) the median fair market value of the common stock of the comparator companies identified in issuer's 2014 Proxy Statement (the "TSR" measure). In determining the number of performance shares earned, the EBIT measure was to be weighted 50 percent, the net sales measure was to be weighted 30 percent and the TSR was to be weighted 20 percent. The size of the payout was further subject to increase or decrease based upon the percent goal achieved and could vary from zero to 200 percent of the target award. (Continued from Footnote 2) In this case, during the performance period, issuer's EBIT and net sales were in excess of 125 percent of the median growth of the Ag Peers and, accordingly, reporting person earned 200 percent of the payout for those categories (weighted at 80 percent of the total performance target), while the TSR goals were below the 30th percentile of both the Russell 2000 Index and that of the proxy peers (thus, reporting person earned zero percent of the target with respect to this category). Thus, reporting person earned the product of 4,105 (target shares) x 80% (for the EBIT and net sales categories) x 200% or 6,568 shares from the performance share award. This figure, plus the vesting of 4,105 time-based shares totals 10,673 shares of common stock. VP Operations - AMVAC Chemical Corp. /s/ JOHN RIZZI 2017-05-25