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*
SCAGLIONE DIEGO ANTHONY

(Last) (First) (Middle)
ONE LIBERTY PLAZA
7TH FLOOR

(Street)
NEW YORK NY 10006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ABM INDUSTRIES INC /DE/ [ ABM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2018
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 12/21/2018 A 8,781(1) A $0.0000 53,722 D
Common Stock 12/21/2018 A 1,745(2) A $0.0000 55,467 D
Common Stock 09/12/2019 A 101(3) A $0.0000 55,568 D
Common Stock 09/12/2019 F 1,053 D $36.85 54,515(4) 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
Explanation of Responses:
1. Represents the number of shares earned in connection with performance shares previously granted on 1/12/2016, based on achievement of certain targets in the period ended 10/31/2018. Inadvertently, these performance shares were not reported at the time they were earned (12/21/2018), but were reported on a subsequent Form 4 disclosing their vesting and payout on 1/12/2019. As a result, none of these performance shares are being added to the reporting person's beneficial ownership total in this Form 4 to avoid double-counting.
2. Represents the number of shares earned in connection with TSR performance shares previously granted on 9/12/2016, based on TSR performance in the 3-year period ended 10/31/2018 as compared to the S&P SmallCap 600 Index. Such TSR performance shares vested on 9/12/2019. Inadvertently, these TSR performance shares were not reported at the time they were earned (12/21/2018).
3. Dividend equivalent rights (DERs) accrued on earned TSR-performance shares under the 2006 Equity Incentive Plan. Each DER is the economic equivalent of one share of ABM common stock.
4. Includes 25,807 unvested RSUs and 2,955 vested RSUs, the receipt of which has been deferred, and DERs relating to the unvested and vested RSUs, adjusted to reflect the cumulative effect of fractional shares.
By: David R. Goldman, by power of attorney 09/16/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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