Sec Form 4 Filing - Maritz Johannes S. @ JOY GLOBAL INC - 2017-04-05

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
Maritz Johannes S.
2. Issuer Name and Ticker or Trading Symbol
JOY GLOBAL INC [ JOY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, HR
(Last) (First) (Middle)
100 E. WISCONSIN AVENUE, SUITE 2780
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2017
(Street)
MILWAUKEE, WI53202
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 04/05/2017 A 19,600 A $ 0 ( 1 ) 78,694 D
Common Stock 04/05/2017 D 27,010 D 51,684 D
Common Stock 04/05/2017 D 51,684 D $ 28.3 ( 3 ) 0 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
Employee Stock Option (right to buy) $ 12.19 04/05/2017 D 40,533 12/07/2016 12/07/2025 Common Stock 40,533 $ 16.11 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maritz Johannes S.
100 E. WISCONSIN AVENUE
SUITE 2780
MILWAUKEE, WI53202
EVP, HR
Signatures
Johannes S. Maritz 04/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of July 21, 2016 (the Merger Agreement), by and among Joy Global, Inc. (the Company), Komatsu America Corp. (KAC), Pine Solutions, Inc., a wholly owned subsidiary of KAC (Merger Sub) and, solely for the purposes specified therein, Komatsu Ltd., at the effective time of the transactions contemplated by the Merger Agreement (the Merger), the number of shares covered by this performance share award was fixed at the target number of performance shares thereunder.
( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger, each of these restricted stock units was converted into a long-term incentive award that entitles the holder to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30, subject to the same vesting terms that applied to the restricted stock unit as of immediately prior to the effective time of the Merger.
( 3 )Pursuant to the Merger Agreement, at the effective time of the Merger, each of these shares of Company stock (including shares reported in Table I that were covered by outstanding equity awards) was converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30.
( 4 )Pursuant to the Merger Agreement, at the effective time of the Merger, each vested and unvested stock option was cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company stock subject to such option and (ii) the excess, if any, of the per share merger consideration of $28.30 over the exercise price per share of the Company stock subject to such option. All other options held by the reporting person were cancelled in the Merger as the exercise price of each such option was greater than the per share merger consideration of $28.30.

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