Sec Form 4 Filing - Killian Ann @ FERRO CORP - 2015-12-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Killian Ann 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) Vice President, Human Resource (Last) (First) (Middle) 6060 PARKLAND BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2015 (Street) MAYFIELD HEIGHTS, OH44124 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/17/2015 S 30,000 D $ 10.9864 ( 1 ) 38,547 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Performance Share Unit $ 0 ( 2 ) 12/31/2016 Common Stock 16,900 16,900 D Performance Share Unit $ 0 ( 2 ) 12/31/2015 Common Stock 53,500 53,500 D Performance Share Unit $ 0 ( 2 ) 12/31/2017 Common Stock 18,200 18,200 D Phantom Shares ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 23,773.5164 23,773.5164 D Restricted Share Unit $ 0 02/20/2017 02/20/2017 Common Stock 6,700 6,700 D Restricted Share Unit $ 0 02/23/2015 02/23/2015 Common Stock 14,700 14,700 D Restricted Share Unit $ 0 02/23/2016 02/23/2016 Common Stock 21,400 21,400 D Restricted Share Unit $ 0 02/18/2018 02/18/2018 Common Stock 7,300 7,300 D Stock Options (Right to Buy) $ 20.69 02/16/2007 02/16/2016 Common Stock 15,500 15,500 D Stock Options (Right to Buy) $ 21.99 02/06/2008 02/06/2017 Common Stock 18,000 18,000 D Stock Options (Right to Buy) $ 17.26 02/28/2009 02/28/2018 Common Stock 17,000 17,000 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) $ 15.16 02/24/2012 02/24/2021 Common Stock 26,600 26,600 D Stock Options (Right to Buy) $ 6.84 02/23/2013 02/23/2022 Common Stock 31,500 31,500 D Stock Options (Right to Buy) $ 5.29 02/21/2014 02/21/2023 Common Stock 44,900 44,900 D Stock Options (Right to Buy) $ 13.09 02/20/2015 02/20/2024 Common Stock 14,000 14,000 D Stock Options (Right to Buy) $ 12.33 02/18/2016 02/18/2025 Common Stock 15,700 15,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Killian Ann 6060 PARKLAND BOULEVARD MAYFIELD HEIGHTS, OH44124 Vice President, Human Resource Signatures /s/ John T. Bingle, Treasurer, by Power of Attorney 12/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $10.96-$11.06. 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. ( 2 )Performance Share Units granted as a performance award, vesting based upon degree of acheivement 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. ( 3 )Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.

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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