David` T. Johnson - Mar 9, 2021 Form 4 Insider Report for AMERICAN VANGUARD CORP (AVD)

Signature
/s/ D.T. Johnson
Stock symbol
AVD
Transactions as of
Mar 9, 2021
Transactions value $
-$99,806
Form type
4
Date filed
6/21/2021, 06:29 AM
Next filing
Apr 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AVD Common Stock Other $0 +3.71K +5.32% $0.00 73.4K Mar 9, 2021 Direct F1, F2
transaction AVD Common Stock Tax liability -$99.8K -4.8K -6.54% $20.78 68.6K Mar 9, 2021 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These constitute the number of shares in excess of the target amount (originally 5,414) of performance-based restricted stock that was awarded on March 9, 2018, vested over the three-year period commencing on that date and related to performance period from January 1, 2018 through December 31, 2020. Under the terms of that certain Performance-Based Restricted Stock Award Units Agreement dated as of March 9, 2018, the target amount was subject to adjustment weighted as follows: i) fifty-percent based upon the company's earnings before income tax performance, ii) thirty-percent based upon the company's net sales performance, in both cases as compared to median performance of an industry comparator group during the performance period, and iii) twenty-percent based upon total shareholder return (split evenly between the Russell 2000 and an industry comparator group).
F2 (Continued from footnote 1) Specifically, the EBIT and net sales performance were both at 200% of the comparator median (yielding two times the target), while TSR performance was below that of the comparator indexes. All told, 168% of the targeted award vested. Complete financial information from comparator companies required for making these calculations was not publicly available until late May 2021.
F3 These shares were forfeited at the election of reporting person to cover payroll taxes arising from the vesting of additional performance-based shares as per note 1 above.