Duesenberg Mark Hugo 4

Accession 0000899243-22-015307

CIK 0000035214other

View on SEC.gov Company Profile

Filed

Apr 20, 8:00 PM ET

Accepted

Apr 21, 5:04 PM ET

Size

45.7 KB

Accession

0000899243-22-015307

Insider Transaction Report

Form 4

Period: 2022-04-21

FERRO CORPFOE

Duesenberg Mark Hugo

General Counsel

Transactions

Disposition to Issuer
Restricted Stock Units
2022-04-21$22.00/sh−6,700$147,400→ 0 total
→ Common Stock (6,700 underlying)
Disposition to Issuer
Phantom Shares
2022-04-21$22.00/sh−42,818.588$942,009→ 0 total
→ Common Stock (42,818.588 underlying)
Disposition to Issuer
Common Stock
2022-04-21$22.00/sh−231,383$5,090,426→ 0 total(indirect: By Trust)
Disposition to Issuer
Stock Options
2022-04-21$6.90/sh−27,600$190,440→ 0 total
Exercise: $15.10Exp: 2031-02-17→ Common Stock (27,600 underlying)
Disposition to Issuer
Stock Options
2022-04-21$7.36/sh−31,700$233,312→ 0 total
Exercise: $14.64Exp: 2030-02-19→ Common Stock (31,700 underlying)
Disposition to Issuer
Stock Options
2022-04-21$4.11/sh−25,900$106,449→ 0 total
Exercise: $17.89Exp: 2029-02-20→ Common Stock (25,900 underlying)
Disposition to Issuer
Stock Options
2022-04-21$8.91/sh−16,700$148,797→ 0 total
Exercise: $13.09Exp: 2024-02-20→ Common Stock (16,700 underlying)
Disposition to Issuer
Restricted Stock Units
2022-04-21$22.00/sh−8,313$182,886→ 0 total
→ Common Stock (8,313 underlying)
Disposition to Issuer
Restricted Stock Units
2022-04-21$22.00/sh−4,800$105,600→ 0 total
→ Common Stock (4,800 underlying)
Disposition to Issuer
Common Stock
2022-04-21$22.00/sh−154,909$3,407,998→ 0 total
Award
Performance Share Units
2022-04-21+13,167→ 32,167 total
→ Common Stock (13,167 underlying)
Disposition to Issuer
Performance Share Units
2022-04-21$22.00/sh−32,167$707,674→ 0 total
→ Common Stock (32,167 underlying)
Disposition to Issuer
Stock Options
2022-04-21$7.73/sh−21,600$166,968→ 0 total
Exercise: $14.27Exp: 2027-02-15→ Common Stock (21,600 underlying)
Disposition to Issuer
Performance Share Units
2022-04-21+15,318→ 33,318 total
→ Common Stock (15,318 underlying)
Disposition to Issuer
Performance Share Units
2022-04-21$22.00/sh−33,318$732,996→ 0 total
→ Common Stock (33,318 underlying)
Disposition to Issuer
Restricted Stock Units
2022-04-21$22.00/sh−2,533$55,726→ 0 total
→ Common Stock (2,533 underlying)
Disposition to Issuer
Restricted Stock Units
2022-04-21$22.00/sh−4,600$101,200→ 0 total
→ Common Stock (4,600 underlying)

Footnotes (15)

[F1]On April 21, 2022, PMHC II Inc. ("Prince"), an affiliate of Prince International Corporation, acquired Ferro Corporation (the "Issuer") pursuant to an Agreement and Plan of Merger, dated as of May 11, 2021 (the "Merger Agreement"), by and among the Issuer, Prince and PMHC Fortune Merger Sub, Inc., a wholly owned subsidiary of Prince ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a direct or indirect, wholly owned subsidiary of Prince. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, par value $1.00 per share, (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $22.00 per share in cash (the "Merger Consideration"), without interest and less any applicable withholding tax.
[F10]Represents PSUs granted in 2021, which were originally scheduled to vest based on the achievement of certain performance criteria. The number of shares of Common Stock actually earned in respect of the PSUs was determined based on the Issuer's determination of applicable performance result in accordance with the terms of the applicable PSU award agreement and the Merger Agreement.
[F11]Represents RSUs granted in 2019, which vested on February 20, 2022. Once vested, settlement of the RSUs and delivery of Common Stock was originally subject to an additional two-year holding period.
[F12]Represents RSUs granted in 2018, which vested on February 21, 2021. Once vested, settlement of the RSUs and delivery of Common Stock was originally subject to an additional two-year holding period.
[F13]Represents RSUs granted in 2022, which were originally scheduled to vest in three equal annual installments beginning on February 10, 2023.
[F14]Represents the remaining portion of an RSU grant of 7,200 RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on February 17, 2022.
[F15]Represents the remaining portion of an RSU grant of 7,600 RSUs granted in 2020, which were originally scheduled to vest in three equal annual installments beginning on February 19, 2021.
[F2]Each phantom share ("Phantom Share") is the equivalent of one share of Issuer Common Stock. Pursuant to the Merger Agreement each Phantom Share awarded under the Issuer's Supplemental Defined Contribution Plan for Executive Employees automatically converted into the right to receive the Merger Consideration, without interest and less any applicable withholding tax.
[F3]Pursuant to the Merger Agreement, options to purchase shares of Common Stock (the "Options") became fully vested (to the extent not previously vested) and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the exercise price of the Option and the Merger Consideration multiplied by the number of shares of Common Stock subject to such Option, immediately prior to the effective time of the Merger.
[F4]These Options originally provided for vesting in equal annual installments commencing February 17, 2022.
[F5]These Options originally provided for vesting in equal annual installments commencing February 19, 2021.
[F6]These Options were fully vested Options.
[F7]Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.
[F8]Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") and performance share unit ("PSU"), was cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such RSU or PSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. PSUs acquired include additional share units deemed earned based on the achievement of actual performance above target level performance through the effective time of the Merger which were not required to be included on prior reports prior to the satisfaction of the performance-based vesting conditions.
[F9]Represents PSUs granted in 2020, which were originally scheduled to vest based on the achievement of certain performance criteria. The number of shares of Common Stock actually earned in respect of the PSUs was determined based on the Issuer's determination of applicable performance result in accordance with the terms of the applicable PSU award agreement and the Merger Agreement.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

FERRO CORP

CIK 0000035214

→

Entity typeother

Related Parties

filerCIK 0001445050

Filing Metadata

Form type: 4
Filed: Apr 20, 8:00 PM ET
Accepted: Apr 21, 5:04 PM ET
Size: 45.7 KB

View on SEC.gov