Sec Form 4 Filing - Zapata Michael R. @ SCHMITT INDUSTRIES INC - 2020-07-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Zapata Michael R.
2. Issuer Name and Ticker or Trading Symbol
SCHMITT INDUSTRIES INC [ SMIT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
2765 NW NICOLAI STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2020
(Street)
PORTLAND, OR97210
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 07/24/2020 M 6,000 ( 1 ) A $ 0 59,777 D
Common Stock 07/24/2020 F 2,400 ( 2 ) D $ 4.44 57,377 D
Common Stock 07/29/2020 M 6,000 ( 3 ) A $ 0 63,377 D
Common Stock 07/29/2020 F 2,400 ( 4 ) D $ 4.4 60,977 D
Common Stock 10/27/2020 A 1,483 ( 5 ) A $ 0 62,460 D
Common Stock 10/27/2020 F 593 ( 6 ) D $ 5.06 61,867 D
Common Stock 474,235 I See footnote ( 7 )
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
RSUs ( 8 ) 07/24/2020 M 6,000 ( 1 ) ( 1 ) Common Stock 6,000 $ 0 6,000 D
RSUs ( 8 ) 07/29/2020 M 6,000 ( 2 ) ( 2 ) Common Stock 6,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zapata Michael R.
2765 NW NICOLAI STREET
PORTLAND, OR97210
Chief Executive Officer
Signatures
/s/Michael R Zapata 11/30/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )One tranche of 6,000 restricted stock units ("RSUs") vested based on the 15-day trading average closing price of the Issuer's common stock being greater than or equal to $3.90.
( 2 )Transaction represents the withholding of shares, at the value of $4.44 per share, to satisfy the tax withholding obligations following the vesting of 6,000 RSUs on July 24, 2020.
( 3 )One tranche of 6,000 RSUs vested based on the 15-day trading average closing price of the Issuer's common stock being greater than or equal to $4.10.
( 4 )Transaction represents the withholding of shares, at the value of $4.40 per share, to satisfy the tax withholding obligations following the vesting of 3,000 RSUs on July 29, 2020.
( 5 )On the Transaction Date, the Reporting Person was granted the immediately vested shares as compensation for service on the Issuer's board of directors.
( 6 )Transaction represents the withholding of shares, at the value of $5.06 per share, to satisfy the tax withholding obligations following the grant of 1,483 shares on October 27, 2020
( 7 )Mr. Zapata, as the Managing Member of Sententia Capital, may be deemed the beneficial owner of the 474,235 shares owned by Sententia Capital.
( 8 )Each RSU represents a contingent right to receive one share of the Issuer's common stock.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.