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Ferro (FOE)

Filed: 18 Feb 16, 7:00pm
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RUTHERFORD JEFFREY L

(Last)(First)(Middle)
6060 PARKLAND BLVD

(Street)
MAYFIELD HEIGHTSOH44124

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
FERRO CORP [ FOE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
V.P and CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock48,300D
Common Stock58,200IBy Alison Rutherford
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 Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$9.602/17/2016A49,50002/17/201702/17/2026Common Stock49,500$049,500D
Restricted Share Unit$002/17/2016A16,90002/17/2019(1)02/17/2026Common Stock16,900$016,900D
Performance Share Unit$002/17/2016A42,200(2)12/31/2018Common Stock42,200$042,200D
Performance Share Unit$0(2)12/31/2016Common Stock30,70030,700D
Performance Share Unit$0(2)12/31/2015Common Stock77,30077,300D
Performance Share Unit$0(2)12/31/2017Common Stock33,10033,100D
Phantom Shares(3)(3)(3)Common Stock14,742.213414,742.2134D
Restricted Share Unit$002/20/201702/20/2017Common Stock12,30012,300D
Restricted Share Unit$002/23/201602/23/2016Common Stock30,90030,900D
Restricted Share Unit$002/18/201802/18/2018Common Stock13,30013,300D
Stock Options (Right to Buy)$5.9504/02/201304/02/2022Common Stock49,90049,900D
Stock Options (Right to Buy)$5.2902/21/201402/21/2023Common Stock65,00065,000D
Stock Options (Right to Buy)$13.0902/20/201502/20/2024Common Stock25,40025,400D
Stock Options (Right to Buy)$12.3302/18/201602/18/2025Common Stock28,60028,600D
Restricted Share Unit$004/02/201504/02/2015Common Stock23,30023,300D
Explanation of Responses:
1. The date reflected above as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, settlement of the Restricted Share Units and delivery of common shares is subject to an additional two-year holding period.
2. Performance Share Units granted as a performance award, vesting based upon degree of acheivement of performance goal. At the end of the performance period, 50% of award is paid in common shares free of restrictions, and 50% is paid in cash. If the final amount is less than 100% of the share units, the balance is forfeited to the company.
3. Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.
/s/ John T. Bingle, Treasurer, by Power of Attorney02/19/2016
** Signature of Reporting PersonDate
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.
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