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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* TOHER JOHN B (Last) (First) (Middle) 1695 S. RIVER ROAD (Street) DES PLAINES IL 60018 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SCHAWK INC [ SGK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP and Controller
	3. Date of Earliest Transaction (Month/Day/Year) 03/16/2014
	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	03/16/2014		D		1,216(1)	D	$0.00	8,017	D
Common Stock	03/16/2014		F		1,174(2)	D	$20	6,843	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	$6.94	03/16/2014		D			7,197	(3)	04/09/2019	Class A Common Stock	7,197	$13.06	0	D
Stock Options	$12.87	03/16/2014		D			2,228	(3)	02/19/2020	Class A Common Stock	2,228	$7.13	0	D
Stock Options	$18.67	03/16/2014		D			2,492	(3)	02/25/2021	Class A Common Stock	2,492	$1.33	0	D
Restricted Stock Units	(4)	03/16/2014		D			1,121	(5)	03/12/2016	Class A Common Stock	1,121	$20	0	D
Restricted Stock Units	(4)	03/16/2014		D			2,206	(6)	03/12/2016	Class A Common Stock	2,206	$0.00	0	D

Explanation of Responses:

1. Effective upon the Issuer's entry into the Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Matthews International Corporation ("Matthews") and Matthews' entry into voting and support agreements with certain stockholders of the Issuer (the "Voting Agreements") on March 16, 2014, all outstanding shares of unvested restricted stock held by the reporting person became vested in a pro-rated amount equal to the portion of the three-year vesting period elapsed through March 16, 2014. Accordingly, this amount represents the portion of the reporting person's unvested restricted shares that did not vest and were forfeited by the reporting person.

2. Represents shares withheld by the Issuer in payment of tax liability associated with the vesting of restricted stock on March 16, 2014.

3. The options became fully vested on March 16, 2014 and were cancelled pursuant to the Merger Agreement in exchange for the right to receive from the Issuer cash per share equal to the difference between the exercise price and $20.00 per share.

4. Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock upon vesting of the unit.

5. Represents the deemed number of shares issuable under the reporting person's RSU grant, which became vested in a pro-rated amount equal to the portion of the three-year RSU vesting period that had elapsed through March 16, 2014. Such shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive from the Issuer an amount equal to $20.00 per share.

6. Represents the portion of reporting person's unvested RSUs that were forfeited.

Remarks:

	/s/A. Alex Sarkisian, by Power of Attorney	04/03/2014
	** 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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