Sec Form 4 Filing - OBRIEN MORGAN K @ MATTHEWS INTERNATIONAL CORP - 2021-03-11

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
OBRIEN MORGAN K
2. Issuer Name and Ticker or Trading Symbol
MATTHEWS INTERNATIONAL CORP [ MATW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
TWO NORTHSHORE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2021
(Street)
PITTSBURGH, PA15212
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
Class A Common Stock 03/14/2021 M( 1 ) 3,291 A $ 0 19,960 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 Share Units $ 0 03/14/2021 M 3,291 ( 1 ) ( 1 ) Class A Common Stock 3,291 $ 0 0 D
Restricted Share Units $ 0 ( 2 ) 03/11/2021 A 2,988 ( 3 ) ( 4 ) ( 4 ) Class A Common Stock 2,988 ( 4 ) $ 0 2,988 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OBRIEN MORGAN K
TWO NORTHSHORE CENTER
PITTSBURGH, PA15212
X
Signatures
/s/ Brian D. Walters (Attorney-in-Fact) 03/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 14, 2021, the vesting date, the time-based restricted share units converted into an equal number of shares of the Company's Class A common stock.
( 2 )Award of restricted share units made under the 2019 Director Fee Plan subject to the agreement entered into under the Plan. Each restricted share unit represents a contingent right to receive one share of the Company's Class A common stock.
( 3 )The number of restricted share units issued by the Issuer to the Reporting Person was calculated based on $41.84, which represents the mean of the highest and lowest sales prices per share of the Issuer's Class A common stock on the Nasdaq Exchange on the date of issuance.
( 4 )The award generally vests on March 11, 2023 at which point the units will be converted to an equal number of shares of the Company's Class A common stock.

Remarks:
The Power of Attorney dated November 17, 2017 was filed on March 9, 2018, in Form 4, and is incorporated herein by reference.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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