Sec Form 4 Filing - Schlater Benjamin @ FERRO CORP - 2017-12-12

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 Schlater Benjamin 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) Chief Financial Officer (Last) (First) (Middle) 6060 PARKLAND BLVD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2017 (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 12/12/2017 M 6,495 A $ 11.97 6,495 D Common Stock 12/12/2017 M 4,634 A $ 9.6 11,129 D Common Stock 12/12/2017 M 1,534 A $ 13.35 12,663 D Common Stock 12/12/2017 S 12,663 D $ 23.5044 ( 1 ) 0 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 Stock Options (Right to Buy) $ 13.35 12/12/2017 M 1,534 09/01/2017 09/01/2026 Common Stock 1,534 $ 0 3,066 D Stock Options (Right to Buy) $ 11.97 12/12/2017 M 6,495 09/01/2016 09/01/2025 Common Stock 6,495 $ 0 3,247 D Stock Options (Right to Buy) $ 9.6 12/12/2017 M 4,634 02/17/2017 02/17/2026 Common Stock 4,634 $ 0 9,266 D Performance Share Unit $ 0 ( 2 ) 12/31/2017 Common Stock 9,190 9,190 D Performance Share Unit $ 0 ( 2 ) 12/31/2018 Common Stock 3,800 3,800 D Performance Share Unit $ 0 ( 2 ) 12/31/2019 Common Stock 17,300 17,300 D Phantom Shares ( 3 ) ( 3 ) ( 3 ) Common Stock 1,433.9065 1,433.9065 D Restricted Share Unit $ 0 09/01/2018 09/01/2018 Common Stock 12,030 12,030 D Restricted Share Unit $ 0 02/17/2019 02/17/2019 Common Stock 4,700 4,700 D Restricted Share Unit $ 0 09/01/2019( 4 ) 09/01/2019 Common Stock 1,500 1,500 D Restricted Share Unit $ 0 02/15/2020( 4 ) 02/15/2020 Common Stock 6,900 6,900 D Stock Options (Right to Buy) $ 14.27 02/15/2018 02/15/2027 Common Stock 20,600 20,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schlater Benjamin 6060 PARKLAND BLVD SUITE 250 MAYFIELD HEIGHTS, OH44124 Chief Financial Officer Signatures /s/ Mark Duesenberg,Vice President, General Counsel & Secretary, by Power of Attorney 12/14/2017 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 $23.5-$23.505. 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 achievement 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. ( 4 )The date reflected above as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, settlement of the Restricted Share Units and delivery of common shares is subject to an additional two-year holding period.

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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