Ronald P. Vargo - 21 Apr 2022 Form 4 Insider Report for FERRO CORP

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 21 Apr 2022
Net transaction value: -$2,337,988
SEC form: 4
Accepted by SEC: 21 Apr 2022, 16:58:43 UTC
Prior SEC filing: 19 Apr 2022
Next SEC filing: 06 Jun 2022
Source filing: View source filing
Reporting owner signature: /s/ Richard Shuttie, Treasurer, by Power of Attorney

Key filing fact

Ronald P. Vargo filed Form 4 for FERRO CORP on 21 Apr 2022.

Key facts

This page summarizes Ronald P. Vargo's Form 4 filing for FERRO CORP.
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 21 Apr 2022, 16:58.

Change

Previous filing in this sequence was filed on 19 Apr 2022.
Current net transaction value: -$2,337,988.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FOE transaction

Common Stock

Disposed to Issuer

Transaction value: $801,900
Shares: -36,450
Change %: -100%
Price: $22.00
Shares after: 0
Date: 21 Apr 2022
Ownership: Direct
Footnotes: F1

FOE transaction

Common Stock

Disposed to Issuer

Transaction value: $271,088
Shares: -12,322
Change %: -100%
Price: $22.00
Shares after: 0
Date: 21 Apr 2022
Ownership: By Director Deferred Comp Plan
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FOE transaction Derivative

Deferred Stock Units

Disposed to Issuer

Transaction value: $1,265,000
Shares: -57,500
Change %: -100%
Price: $22.00
Shares after: 0
Date: 21 Apr 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 57,500
Exercise price
Footnotes: F1, F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Ronald P. Vargo is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.