Sec Form 4 Filing - Kirsch James F @ FERRO CORP - 2012-02-23

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 Kirsch James F 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 X __ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) 6060 PARKLAND BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2012 (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 F 16,559 D $ 6.9 116,345 ( 1 ) D Common Stock - Restricted Shares 108,500 ( 1 ) 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) $ 6.84 02/23/2012 A 189,852 02/23/2013 02/23/2022 Common Stock 189,852 $ 0 189,852 D Restricted Share Unit $ 0 02/23/2012 A 88,626 02/23/2015 02/23/2015 Common Stock 88,626 $ 0 88,626 D Performance Share Unit $ 0 02/23/2012 A 221,522 ( 2 ) 12/31/2014 Common Stock 221,522 $ 0 221,522 D Phantom Shares ( 3 ) ( 3 ) ( 3 ) Common Stock 82,853.6409 82,853.6409 D Stock Options (Right to Buy) $ 21.15 10/18/2004 10/18/2014 Common Stock 125,000 125,000 D Stock Options (Right to Buy) $ 20.69 02/16/2007 02/16/2016 Common Stock 140,000 140,000 D Stock Options (Right to Buy) $ 21.99 02/06/2008 02/06/2017 Common Stock 150,000 150,000 D Stock Options (Right to Buy) $ 17.26 02/28/2009 02/28/2018 Common Stock 146,000 146,000 D Stock Options (Right to Buy) $ 8.25 02/25/2011 02/25/2020 Common Stock 202,500 202,500 D Stock Options (Right to Buy) $ 1.37 02/25/2010 02/25/2019 Common Stock 115,011 115,011 D Stock Options (Right to Buy) $ 15.16 02/24/2012 02/24/2021 Common Stock 232,500 232,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kirsch James F 6060 PARKLAND BOULEVARD MAYFIELD HEIGHTS, OH44124 X Chairman, President & CEO Signatures /s/ John T. Bingle, Treasurer, by Power of Attorney 02/27/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Balance includes vesting of restricted shares net of forfeiture for tax liability. ( 2 )Performance Share Units granted as a performance award, vesting based upon degree of acheivement 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.

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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