Marran H. Ogilvie - Apr 21, 2022 Form 4 Insider Report for FERRO CORP (FOE)

Role: Director
Signature: /s/ Richard Shuttie, Treasurer, by Power of Attorney
Stock symbol: FOE
Transactions as of: Apr 21, 2022
Transactions value $: -$721,600
Form type: 4
Date filed: 4/21/2022, 05:03 PM
Previous filing: Apr 14, 2022
Next filing: Jun 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FOE	Common Stock	Disposed to Issuer	-$44K	-2K	-100%	$22.00	0	Apr 21, 2022	Direct	F1

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	FOE	Deferred Stock Units	Disposed to Issuer	-$678K	-30.8K	-100%	$22.00	0	Apr 21, 2022	Common Stock	30.8K		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Marran H. Ogilvie is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On April 21, 2022, PMHC II Inc. ("Prince"), an affiliate of Prince International Corporation acquired Ferro Corporation (the "Issuer") pursuant to a certain 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.
F2	Each deferred stock unit ("DSU") represents a contingent right to receive one share of the Issuer's Common Stock. Pursuant to the Merger Agreement, each outstanding DSU was cancelled and entitled the holder to receive an amount of cash, without interest, equal to the number of shares of Common Stock subject to such DSU immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
F3	The DSUs vest immediately upon grant; however, the DSUs were originally scheduled to be converted into shares of Common Stock only upon the holder ceasing to serve as a director of the Issuer.