Sec Form 4 Filing - SHARP WILLIAM JOHN @ FERRO CORP - 2012-02-24

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 SHARP WILLIAM JOHN 2. Issuer Name and Ticker or Trading Symbol FERRO CORP [ FOE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FERRO CORPORATION, 6060 PARKLAND BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2012 (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 02/25/2012 M 4,200 A 12,200 D Common Stock 22,225.472 I Director Deferred Comp Plan

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 Deferred Stock Units ( 2 ) 02/24/2012 A 12,000 02/24/2013 02/24/2013 Common Stock 12,000 $ 0 12,000 D Deferred Stock Units ( 1 ) ( 2 ) 02/25/2012 M 4,200 02/25/2012 02/25/2012 Common Stock 4,200 ( 1 ) 0 D Stock Options (Right to Buy) $ 21.26 02/29/2004 02/28/2013 Common Stock 7,000 7,000 D Stock Options (Right to Buy) $ 26.26 02/09/2005 02/09/2014 Common Stock 7,000 7,000 D Stock Options (Right to Buy) $ 19.39 02/07/2006 02/07/2015 Common Stock 7,000 7,000 D Stock Options (Right to Buy) $ 20.69 02/16/2007 02/16/2016 Common Stock 7,000 7,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHARP WILLIAM JOHN C/O FERRO CORPORATION 6060 PARKLAND BOULEVARD MAYFIELD HEIGHTS, OH44124 X Signatures /s/ John T. Bingle, Treasurer, by Power of Attorney 02/27/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting of Deferred Stock Units awarded to Non-Employee Directors. At the end of the deferral period of one year, the units are converted into an equal number of shares of Ferro Common Stock. The Directors may defer the payment of the shares by depositing them into their Directors' Deferred Compensation Plan account. ( 2 )Award granted to Non-Employee Directors. At the end of the deferral period of one year, the units are converted into an equal number of shares of Ferro Common Stock. The units do not have the right to vote or receive dividends and are subject to forfeiture if the recipient is no longer serving as a Director at the end of the deferral period except in the case of retirement, disability or death.

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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