Sec Form 4/A Filing - Marsh Robert M @ MATTHEWS INTERNATIONAL CORP - 2016-12-05

FORM 4/A 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 Marsh Robert M 2. Issuer Name and Ticker or Trading Symbol MATTHEWS INTERNATIONAL CORP [ MATW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President and Treasurer (Last) (First) (Middle) 108 NANTUCKET DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2016 (Street) PITTSBURGH, PA15238 4. If Amendment, Date Original Filed (MM/DD/YY) 11/18/2016 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 Class A Common Stock 11/16/2016 A( 1 ) 3,000 A $ 0 11,381 D Class A Common Stock 11/17/2016 F( 2 ) 86 D $ 67.4 11,381 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

Rep orting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marsh Robert M 108 NANTUCKET DRIVE PITTSBURGH, PA15238 Vice President and Treasurer Signatures Robert M Mash 12/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Award of restricted stock under the Company's 2012 Equity Incentive Plan, subject to the agreement entered into under the Plan. In general, 50% of the shares vest on November 16, 2019, subject to continuing employment at that time; 25% of the shares vest in increments of one-third upon the stock price of the Company reaching 105%, 115% and 125% of the price of the Company's common stock on the date of the award for ten consecutive trading days, respectively; and 25% of the shares vest in increments of one-third upon the adjusted earnings per shares of the Company reaching $3.65, $3.94 and $4.26; and in any event no earlier than one year from the date of the grant, subject to continuing employment at that time. Shares that do not achieve the stock price thresholds on or before November 16, 2021 will be forfeited. Shares that do not achieve the adjusted earnings per share thresholds on or before November 16, 2019 will be forfeited. ( 2 )Sale of shares to the registrant to cover tax withholdings on the vesting of restricted shares.

Remarks: This amended Form 4 has been filed to amend the number of securities disposed of (Table I, Column 4. - Securities Acquired (A) or Disposed of (D)) and the amount of securities beneficially owned at the end of the period (Table I, Column 5. - Amount of Securities Beneficially Owned at end of Period) in the original filing. The original filing incorrectly reported the sale of securities to the registrant to cover tax withholdings on the vesting of restricted shares.

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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