Sec Form 4 Filing - Johnson David` T. @ AMERICAN VANGUARD CORP - 2021-03-09

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
Johnson David` T.
2. Issuer Name and Ticker or Trading Symbol
AMERICAN VANGUARD CORP [ AVD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO & Treasurer
(Last) (First) (Middle)
4695 MACARTHUR COURT, STE 1200
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2021
(Street)
NEWPORT BEACH, CA92660
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 03/09/2021 J 3,708 ( 1 ) ( 2 ) A $ 0 73,429 D
Common Stock 03/09/2021 F 4,803 ( 3 ) D $ 20.78 68,626 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnson David` T.
4695 MACARTHUR COURT, STE 1200
NEWPORT BEACH, CA92660
CFO & Treasurer
Signatures
/s/ D.T. Johnson 06/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These constitute the number of shares in excess of the target amount (originally 5,414) of performance-based restricted stock that was awarded on March 9, 2018, vested over the three-year period commencing on that date and related to performance period from January 1, 2018 through December 31, 2020. Under the terms of that certain Performance-Based Restricted Stock Award Units Agreement dated as of March 9, 2018, the target amount was subject to adjustment weighted as follows: i) fifty-percent based upon the company's earnings before income tax performance, ii) thirty-percent based upon the company's net sales performance, in both cases as compared to median performance of an industry comparator group during the performance period, and iii) twenty-percent based upon total shareholder return (split evenly between the Russell 2000 and an industry comparator group).
( 2 )(Continued from footnote 1) Specifically, the EBIT and net sales performance were both at 200% of the comparator median (yielding two times the target), while TSR performance was below that of the comparator indexes. All told, 168% of the targeted award vested. Complete financial information from comparator companies required for making these calculations was not publicly available until late May 2021.
( 3 )These shares were forfeited at the election of reporting person to cover payroll taxes arising from the vesting of additional performance-based shares as per note 1 above.

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