Sec Form 4 Filing - Schlater Benjamin @ FERRO CORP - 2018-09-01

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 Schlater Benjamin 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) Chief Financial Officer (Last) (First) (Middle) 6060 PARKLAND BLVD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2018 (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 09/01/2018 M 3,676 A 11,616 D Common Stock 09/01/2018 M 8,354 A 19,970 D Common Stock 09/04/2018 F 2,411 D $ 21.95 17,559 D Common Stock 09/04/2018 F 1,246 D $ 21.95 16,313 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 Restricted Stock Units $ 0 09/01/2018 M 3,676 09/01/2018 09/01/2025 Common Stock 3,676 $ 0 8,354 D Restricted Stock Units $ 0 09/01/2018 M 8,354 09/01/2018 09/01/2025 Common Stock 8,354 $ 0 0 D Performance Share Unit $ 0 ( 2 ) 12/31/2018 Common Stock 15,700 15,700 D Performance Share Unit $ 0 ( 2 ) 12/31/2019 Common Stock 17,300 17,300 D Performance Share Unit $ 0 ( 2 ) 12/31/2020 Common Stock 12,500 12,500 D Phantom Shares ( 3 ) ( 3 ) ( 3 ) Common Stock 2,917.2472 2,917.2472 D Restricted Share Unit $ 0 02/17/2019 02/17/2019 Common Stock 4,700 4,700 D Restricted Share Unit $ 0 09/01/2019 09/01/2019 Common Stock 1,500 1,500 D Restricted Share Unit $ 0 02/15/2020 02/15/2020 Common Stock 6,900 6,900 D Restricted Share Unit $ 0 02/21/2021 02/21/2021 Common Stock 5,000 5,000 D Stock Options (Right to Buy) $ 22.01 ( 4 ) 02/21/2028 Common Stock 16,500 16,500 D Stock Options (Right to Buy) $ 14.27 02/15/2018 02/15/2027 Common Stock 20,600 20,600 D Stock Options (Right to Buy) $ 13.35 09/01/2017 09/01/2026 Common Stock 3,066 3,066 D Stock Options (Right to Buy) $ 11.97 09/01/2016 09/01/2025 Common Stock 3,247 3,247 D Stock Options (Right to Buy) $ 9.6 02/17/2017 02/17/2026 Common Stock 9,266 9,266 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schlater Benjamin 6060 PARKLAND BLVD SUITE 250 MAYFIELD HEIGHTS, OH44124 Chief Financial Officer Signatures /s/ Richard Shuttie, Treasurer, by Power of Attorney 09/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted share units convert into Common Stock on a one-to-one basis. ( 2 )Performance Share Units granted as a performance award, vesting based upon degree of achievement 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. ( 4 )33+% per year for 3 years beginning on 21-Feb-2019

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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