Sec Form 4 Filing - RUTHERFORD JEFFREY L @ FERRO CORP - 2016-02-22

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 RUTHERFORD JEFFREY L 2. Issuer Name and Ticker or Trading Symbol FERRO CORP [ FOE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) V.P and CFO (Last) (First) (Middle) 6060 PARKLAND BLVD 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2016 (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 02/22/2016 M 62,111 A 110,411 D Common Stock 58,200 I By Alison Rutherford

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 Performance Share Unit $ 0 02/22/2016 M 62,111 ( 1 ) 12/31/2015 Common Stock 62,111 ( 1 ) 0 ( 2 ) D Performance Share Unit $ 0 ( 1 ) 12/31/2016 Common Stock 30,700 30,700 D Performance Share Unit $ 0 ( 1 ) 12/31/2017 Common Stock 33,100 33,100 D Performance Share Unit $ 0 ( 1 ) 12/31/2018 Common Stock 42,200 42,200 D Phantom Shares ( 3 ) ( 3 ) ( 3 ) Common Stock 14,742.2134 14,742.2134 D Restricted Share Unit $ 0 02/20/2017( 4 ) 02/20/2017 Common Stock 12,300 12,300 D Restricted Share Unit $ 0 04/02/2015( 4 ) 04/02/2015 Common Stock 23,300 23,300 D Restricted Share Unit $ 0 02/23/2016( 4 ) 02/23/2016 Common Stock 30,900 30,900 D Restricted Share Unit $ 0 02/18/2018( 4 ) 02/18/2018 Common Stock 13,300 13,300 D Restricted Share Unit $ 0 02/17/2019( 4 ) 02/17/2026 Common Stock 16,900 16,900 D Stock Options (Right to Buy) $ 5.95 04/02/2013 04/02/2022 Common Stock 49,900 49,900 D Stock Options (Right to Buy) $ 5.29 02/21/2014 02/21/2023 Common Stock 65,000 65,000 D Stock Options (Right to Buy) $ 13.09 02/20/2015 02/20/2024 Common Stock 25,400 25,400 D Stock Options (Right to Buy) $ 12.33 02/18/2016 02/18/2025 Common Stock 28,600 28,600 D Stock Options (Right to Buy) $ 9.6 02/17/2017 02/17/2026 Common Stock 49,500 49,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUTHERFORD JEFFREY L 6060 PARKLAND BLVD MAYFIELD HEIGHTS, OH44124 V.P and CFO Signatures /s/ John T. Bingle, Treasurer, by Power of Attorney 02/24/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The remaining 15,189 Performance Share Units of the original grant were forfeited. ( 3 )Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees. ( 4 )The date reflected above as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, settlement of the Restricted Share Units and delivery of common shares is subject to an additional two-year holding period.

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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