X0306 4/A 2019-03-28 2019-04-01 0 0000005981 AMERICAN VANGUARD CORP AVD 0001198398 WINTEMUTE ERIC G 4695 MACARTHUR COURT, STE 1200 NEWPORT BEACH CA 92660 1 1 0 0 Chairman & CEO Common Stock 2019-03-28 4 A 0 34603 0.00 A 917146 D Common Stock 2019-03-28 4 A 0 34603 0.00 A 951749 D Common Stock 2019-03-29 4 F 0 13265 0.00 D 950060 D These comprise an award of time-based restricted stock that vests in its entirety on March 28, 2022, if and only if reporting person is continuously employed by issuer through such vesting date as per the terms of a Restricted Stock Agreement dated as of March 28, 2019. These comprise an award of performance-based restricted stock that vests upon the attainment of both (i) continuous employment through March 28, 2022, and (ii) the relative growth of the issuer's EBIT, net sales and stock price appreciation as compared to that of certain industry comparator groups over the course of fiscal years 2019 - 2021 as per the terms of a Performance Stock Agreement dated as of March 28, 2019. The reporting person delivered 13,265 time-based restricted shares to issuer in payment of the tax liability associated with the vesting of shares of performance-based restricted stock in accordance with Rule 16b-3. On January 6, 2016, reporting person was awarded 13,618 performance shares, which were subject to certain financial metrics to be measured over the performance period of January 1, 2016 through December 31, 2018, 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 Isagro (the "Ag Peers")); ii) issuer's net sales as compared to the median growth of the Ag Peers; and iii) (Continued from footnote 3) 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 2015 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. 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), (Continued from footnote 4) while the TSR goals at or above the median of both the Russell 2000 Index and that of the proxy peers, thereby yielding a 125% payout for those categories taken together. On balance, then, reporting person earned 185% of the 13,618 target shares or 25,194 shares from the performance share award, of which he paid 13,265 shares in payment of tax liability, thus causing his originally reported balance (the target shares) to drop by 1,689 shares. Reason for Amendment: In the original Form 4, this total had erroneously included 108,127 options to purchase common stock. ERIC G. WINTEMUTE 2019-09-03