Sec Form 4 Filing - SMUCKER MARK T @ J M SMUCKER Co - 2019-06-12

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
SMUCKER MARK T
2. Issuer Name and Ticker or Trading Symbol
J M SMUCKER Co [ SJM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
ONE STRAWBERRY LANE
3. Date of Earliest Transaction (MM/DD/YY)
06/12/2019
(Street)
ORRVILLE, OH44667-0280
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 Shares 06/12/2019 F 1,578 ( 1 ) D $ 123.91 89,601 D
Common Shares 06/13/2019 A 30,998 ( 2 ) A $ 0 120,599 D
Common Shares 5,947.7 I By 401(k) ( 3 )
Common Shares 3,574 I By Daughter ( 4 ) ( 5 )
Common Shares 50,000 I by GRAT
Common Shares 30,000 I by GRAT (II)
Common Shares 5,548.861 I By Son ( 4 ) ( 5 )
Common Shares 3,469 I By Wife ( 4 )
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
Option Common Shares $ 123.68 06/13/2019 A 60,611 ( 6 ) 06/12/2029 Common Shares 60,611 $ 0 60,611 D
Option Common Shares $ 111.86 06/15/2017 03/19/2015 Common Shares 20,000 20,000 D
Option Common Shares $ 111.86 05/29/2018 03/19/2025 Common Shares 10,000 10,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMUCKER MARK T
ONE STRAWBERRY LANE
ORRVILLE, OH44667-0280
X President and CEO
Signatures
/s/ Jeannette L. Knudsen, POA 06/14/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Smucker common shares withheld by the Company to satisfy tax liability upon the vesting of restricted stock or restricted stock units, pursuant to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan.
( 2 )Restricted stock and restricted stock units granted pursuant to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan generally become unrestricted upon the fourth anniversary of the grant date. The Plan also provides that restricted stock and restricted stock units will vest immediately when a participant reaches the age of 60 and the participant has at least 10 years of service with the Company, although 50% of any such restricted stock awards continue to be subject to a 4-year retention period even in the event of retirement.
( 3 )This amount includes shares acquired under (i) the Company's 401(k) plan since the date of the reporting person's last ownership report and (ii) the Company's dividend reinvestment plan as administered by its transfer agent.
( 4 )I disclaim beneficial ownership of these shares.
( 5 )This amount includes shares acquired under the Company's dividend reinvestment plan, as administered by its transfer agent.
( 6 )This option, which was granted for fiscal year 2020 pursuant to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan, vests in three equal annual installments beginning in June 13, 2020.

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* 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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