Brian D. Walters - 14 Nov 2022 Form 4 Insider Report for MATTHEWS INTERNATIONAL CORP (MATW)

Role: SVP and General Counsel
Signature: Brian D Walters
Issuer symbol: MATW
Transactions as of: 14 Nov 2022
Transactions value $: -$57,491
Form type: 4
Filing time: 16 Nov 2022, 15:21:06 UTC
Previous filing: 22 Nov 2021
Next filing: 21 Nov 2022
SEC: View on sec.gov

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	+12.45%	$0.00	41.1K	14 Nov 2022	Direct	F1
transaction	MATW	Class A Common Stock	Tax liability	-$57.5K	-2.08K	-5.07%	$27.60	39K	14 Nov 2022	Direct	F2
transaction	MATW	Class A Common Stock	Disposed to Issuer	$0	-1.6K	-4.1%	$0.00	37.4K	15 Nov 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	14 Nov 2022	Class A Common Stock	4.55K	$0.00	Direct	F1
transaction	MATW	Restricted Share Units	Award	$0	+20K		$0.00	20K	14 Nov 2022	Class A Common Stock	20K	$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.