Sec Form 4 Filing - Thomas Peter T @ FERRO CORP - 2017-12-29

Insider filing report for Changes in Beneficial Ownership
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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
Thomas Peter T
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 and CEO
(Last) (First) (Middle)
C/O FERRO CORPORATION, 6060 PARKLAND BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2017
(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 12/29/2017 M 100,000 A $ 0 451,976 D
Common Stock 12/29/2017 F 46,450 D $ 23.56 405,526 D
Common Stock 01/02/2018 M 20,033 A $ 1.37 425,559 D
Common Stock 01/02/2018 S( 1 ) 73,583 D $ 23.5088 ( 2 ) 351,976 D
Common Stock 1,172.797 I Investment Savings 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
Restricted Stock Units $ 0 ( 3 ) 12/29/2017 M 100,000 12/29/2017 12/29/2017 Common Stock 100,000 $ 0 0 D
Stock Options (Right to Buy) $ 1.37 01/02/2018 M 20,033 02/25/2010 02/25/2019 Common Stock 20,033 $ 0 0 D
Performance Share Unit $ 0 ( 4 ) 12/31/2017 Common Stock 124,200 124,200 D
Performance Share Unit $ 0 ( 4 ) 12/31/2018 Common Stock 158,200 158,200 D
Performance Share Unit $ 0 ( 4 ) 12/31/2019 Common Stock 103,500 103,500 D
Phantom Shares ( 5 ) ( 5 ) ( 5 ) Common Stock 107,605.7895 107,605.7895 D
Restricted Share Unit $ 0 02/23/2016( 6 ) 02/23/2016 Common Stock 32,800 32,800 D
Restricted Share Unit $ 0 04/24/2016( 6 ) 04/24/2016 Common Stock 17,480 17,480 D
Restricted Share Unit $ 0 02/20/2017( 6 ) 02/20/2017 Common Stock 46,100 46,100 D
Restricted Share Unit $ 0 02/18/2018( 6 ) 02/18/2018 Common Stock 49,700 49,700 D
Restricted Share Unit $ 0 02/17/2019( 6 ) 02/17/2019 Common Stock 63,300 63,300 D
Restricted Share Unit $ 0 02/15/2020( 6 ) 02/15/2020 Common Stock 41,400 41,400 D
Stock Options (Right to Buy) $ 15.16 02/24/2012 02/24/2021 Common Stock 38,000 38,000 D
Stock Options (Right to Buy) $ 14.27 02/15/2018 02/15/2027 Common Stock 123,300 123,300 D
Stock Options (Right to Buy) $ 13.09 02/20/2015 02/20/2024 Common Stock 95,300 95,300 D
Stock Options (Right to Buy) $ 12.33 02/18/2016 02/18/2025 Common Stock 107,300 107,300 D
Stock Options (Right to Buy) $ 9.6 02/17/2017 02/17/2026 Common Stock 185,700 185,700 D
Stock Options (Right to Buy) $ 8.25 02/25/2011 02/25/2020 Common Stock 45,000 45,000 D
Stock Options (Right to Buy) $ 7.02 04/24/2014 04/24/2023 Common Stock 98,800 98,800 D
Stock Options (Right to Buy) $ 6.84 02/23/2013 02/23/2022 Common Stock 45,500 45,500 D
Stock Options (Right to Buy) $ 5.29 02/21/2014 02/21/2023 Common Stock 68,800 68,800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thomas Peter T
C/O FERRO CORPORATION
6060 PARKLAND BOULEVARD
MAYFIELD HEIGHTS, OH44124
X Chairman, President and CEO
Signatures
/s/ Richard Shuttie, Treasurer, by Power of Attorney 01/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by Mr. Thomas.
( 2 )Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $23.5003-$23.645. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
( 3 )Restricted Stock Units converted to shares of Common Stock on a one-for-one basis upon vesting.
( 4 )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.
( 5 )Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.
( 6 )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.

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