Sec Form 4 Filing - MCCLURE JAMES P @ ABM INDUSTRIES INC /DE/ - 2014-09-16

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 MCCLURE JAMES P 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) Executive Vice President (Last) (First) (Middle) 551 FIFTH AVENUE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2014 (Street) NEW YORK, NY10176 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 09/16/2014 S( 1 ) 39,799 D $ 27.5215 ( 2 ) 92,573 D Common Stock 09/16/2014 M 8,446 A $ 18.31 101,019 D Common Stock 09/16/2014 M 21,378 A $ 19.089 122,397 D Common Stock 09/16/2014 M 10,144 A $ 21.49 132,541 D Common Stock 09/16/2014 M 5,640 A $ 20.9 138,181 D Common Stock 09/16/2014 S( 1 ) 45,608 D $ 27.6403 ( 3 ) 92,573 D Common Stock 09/17/2014 M 13,787 A $ 21.49 106,360 D Common Stock 09/17/2014 M 3,306 A $ 17.9 109,666 D Common Stock 09/17/2014 M 6,648 A $ 25.3 116,314 D Common Stock 09/17/2014 S( 1 ) 23,741 D $ 27.5487 ( 4 ) 92,573 ( 5 ) 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 ( 6 ) $ 18.31 09/16/2014 M 8,446 ( 7 ) 10/11/2019 Common Stock 8,446 $ 0 25,339 D Stock Options ( 6 ) $ 19.089 09/16/2014 M 21,378 ( 8 ) 09/13/2018 Common Stock 21,378 $ 0 7,126 D Stock Options ( 6 ) $ 21.49 09/16/2014 M 10,144 ( 9 ) 09/08/2017 Common Stock 10,144 $ 0 13,787 D Stock Options ( 10 ) $ 20.9 09/16/2014 M 5,640 ( 11 ) 09/14/2015 Common Stock 5,640 $ 0 0 D Stock Options ( 6 ) $ 21.49 09/17/2014 M 13,787 ( 9 ) 09/08/2017 Common Stock 13,787 $ 0 0 D Stock Options ( 6 ) $ 17.9 09/17/2014 M 3,306 ( 12 ) 01/12/2016 Common Stock 3,306 $ 0 0 D Stock Options ( 6 ) $ 25.3 09/17/2014 M 6,648 ( 13 ) 09/06/2020 Common Stock 6,648 $ 0 19,947 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCCLURE JAMES P 551 FIFTH AVENUE SUITE 300 NEW YORK, NY10176 Executive Vice President Signatures By: Barbara L. Smithers, by power of attorney 09/18/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.25 to $27.68, inclusive. The reporting person undertakes to provide to ABM Industries Incorporated, any security holder of ABM Industries Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 of this Form 4. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.27 to $27.72, inclusive. The reporting person undertakes to provide to ABM Industries Incorporated, any security holder of ABM Industries Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 of this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.32 to $27.70, inclusive. The reporting person undertakes to provide to ABM Industries Incorporated, any security holder of ABM Industries Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 of this Form 4. ( 5 )Includes 68,948 unvested RSUs, 17,181 vested RSUs, the receipt of which has been deferred and DERs relating to the RSUs, adjusted to reflect the cumulative effect of fractional shares, 3,089 performance shares earned but not vested with respect to performance shares granted on 3/8/2012, 3,353 performance shares earned but not vested with respect to performance shares granted on 1/14/2013, and DERs related thereto. ( 6 )Stock options granted under the 2006 Equity Incentive Plan. ( 7 )25% exercisable on 10/11/2013 and 25% on the anniversary date of each of the following three years. ( 8 )25% exercisable on 9/13/2012 and 25% on the anniversary date of each of the following three years. ( 9 )25% exercisable on 9/8/2011 and 25% on the anniversary date of each of the following three years. ( 10 )Stock options granted under the 1987 Time-Vested Plan. ( 11 )20% exercisable on 9/14/2006 and 20% on the anniversary date each of the following four years. ( 12 )25% exercisable on 1/12/2010 and 25% on the anniversary date of each of the following three years. ( 13 )25% exercisable on 9/6/2014 and 25% on the anniversary date of each of the following three years.

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).

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