Sec Form 4 Filing - MALLAK JAMES A @ Atkore International Group Inc. - 2017-11-28

Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
MALLAK JAMES A
2. Issuer Name and Ticker or Trading Symbol
Atkore International Group Inc. [ ATKR]
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 CFO
(Last)
(First)
(Middle)
16100 S. LATHROP AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/28/2017
(Street)
HARVEY, IL60426
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 11/28/2017 M 74,235 A $ 7.3 146,223 D
Common Stock 11/28/2017 S( 1 ) 74,235 D $ 20.0008 ( 2 ) 71,988 D
Common Stock ( 3 ) 11/28/2017 A 6,247 A $ 0 78,235 D
Common Stock 11/29/2017 M 38,033 A $ 7.3 116,268 D
Common Stock 11/29/2017 S( 1 ) 38,033 D $ 20.6844 ( 4 ) 78,235 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) $ 7.3 11/28/2017 M 74,235 ( 5 ) 12/07/2022 Common Stock 74,235 $ 0 125,733 D
Stock Options (right to buy) $ 20.01 11/28/2017 A 15,006 ( 6 ) 11/28/2027 Common Stock 15,006 $ 0 15,006 D
Stock Options (right to buy) $ 7.3 11/29/2017 M 38,033 ( 5 ) 12/07/2022 Common Stock 38,033 $ 0 87,700 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MALLAK JAMES A
16100 S. LATHROP AVENUE
HARVEY, IL60426
Vice President and CFO
Signatures
/s/ Daniel S. Kelly, Attorney-in-Fact for James A. Mallak 11/30/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This exercise and sale were undertaken pursuant to a predetermined diversification plan previously adopted by the Reporting Person (a "10b5-1 Plan").
( 2 )This price represents the approximate weighted average price per share of common stock (each a "Share") of Atkore International Group Inc. (the "Issuer") of sales that were executed at prices ranging from $20.00 to $20.01 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the issuer, full information regarding the number of Shares sold at each price.
( 3 )Represents restricted stock units ("RSUs"). The RSUs vest ratably in three installments on each anniversary of November 28, 2017, subject to continued employment. The RSUs settle into common stock of the Issuer no later than March 15th of the calendar year immediately following the calendar year in which vesting occurs.
( 4 )This price represents the approximate weighted average price per share of common stock (each a "Share") of Atkore International Group Inc. (the "Issuer") of sales that were executed at prices ranging from $20.29 to $21.24 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the issuer, full information regarding the number of Shares sold at each price.
( 5 )These options are fully vested and exercisable.
( 6 )Represents stock options. The options vest and become exercisable ratably in three installments on each anniversary of November 28, 2017, subject to continued employment.

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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