Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-22-015305
Date:2022-04-21
Issuer: FERRO CORP (FOE)
Original Submission Date:

Reporting Person:

OGILVIE MARRAN H.
6060 PARKLAND BOULEVARD
MAYFIELD HEIGHTS, OH 44124

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-04-21 D 2,000 d $22.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
DEFERRED STOCK UNITS 0.0 2022-04-21 deemed execution date D 30,800 (d) common stock 30,800 $0.00 0 direct
Footnotes
IDfootnote
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.
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