Steven D. Gackenbach - Nov 14, 2022 Form 4 Insider Report for MATTHEWS INTERNATIONAL CORP (MATW)

Role
Group President, Memorializati
Signature
/s/ Brian D. Walters (Attorney-in-Fact)
Stock symbol
MATW
Transactions as of
Nov 14, 2022
Transactions value $
-$35,770
Form type
4
Date filed
11/16/2022, 03:20 PM
Previous filing
Nov 22, 2021
Next filing
Nov 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MATW Class A Common Stock Options Exercise $0 +4.55K +7.91% $0.00 62.1K Nov 14, 2022 Direct F1
transaction MATW Class A Common Stock Tax liability -$35.8K -1.3K -2.09% $27.60 60.8K Nov 14, 2022 Direct F2
transaction MATW Class A Common Stock Disposed to Issuer $0 -1.7K -2.8% $0.00 59.1K Nov 15, 2022 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MATW Restricted Share Units Options Exercise $0 -4.55K -35% $0.00 8.45K Nov 14, 2022 Class A Common Stock 4.55K $0.00 Direct F1
transaction MATW Restricted Share Units Award $0 +23K $0.00 23K Nov 14, 2022 Class A Common Stock 23K $0.00 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 14, 2022, the vesting date, the time-based restricted share units converted into an equal number of shares of the Company's Class A common stock.
F2 Sale of shares to the registrant to cover tax withholding on the vesting of restricted share units.
F3 Award of restricted share units under the Company's Amended and Restated 2017 Equity Incentive Plan (the "Plan"), subject to the agreement entered into under the Plan. Each restricted share unit represents a contingent right to receive shares of the Company's common stock as described below.
F4 In general, 40% of the grant vests on November 14, 2025; 30% of the grant vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% of the grant vests at target based upon the Company achieving certain metrics based on adjusted earnings per share. Vesting of all units are generally subject to continuing employment through November 14, 2025. Upon vesting, time-based units will be converted to an equal number of shares of the Company's common stock; performance-based units will be converted to the Company's common stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. Performance related units that do not achieve the ROIC or earnings per share thresholds by the end of the performance period will be forfeited.

Remarks:

The Power of Attorney dated November 17, 2017 was filed on November 14, 2018, in Form 4, and is incorporated herein by reference.