Zarrilli Stephen T Form 4 SAFEGUARD SCIENTIFICS / STEPHEN T ZARRILLI ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ZARRILLI STEPHEN T

(Last) (First) (Middle)

170 NORTH RADNOR-CHESTER ROAD, SUITE 200

(Street)

RADNOR PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SAFEGUARD SCIENTIFICS INC [ SFE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/23/2016		M		51,666	A	$7.65	129,955	D
Common Stock	06/23/2016		M		1,342	A	$7.41	131,297	D
Common Stock	06/23/2016		M		1,458	A	$7.41	132,755	D
Common Stock	06/23/2016		M		62,500	A	$7.65	195,255	D
Common Stock	06/23/2016		F		91,297	D	$12.795	103,958	D
Common Stock								5,490	I	STZ DB Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$7.65	06/23/2016		M			51,666	(1)	06/30/2016	Common Stock	51,666	$0	135,834	D
Stock Option (right to buy)	$7.41	06/23/2016		M			1,342	(2)	09/30/2016	Common Stock	1,342	$0	0	D
Stock Option (right to buy)	$7.41	06/23/2016		M			1,458	(3)	09/30/2016	Common Stock	1,458	$0	0	D
Stock Option (right to buy)	$7.65	06/23/2016		M			62,500	(4)	06/30/2016	Common Stock	62,500	$0	0	D

Explanation of Responses:

1. Option features market-based vesting so that option only becomes exercisable upon sustained improvement in the trading price of the Issuer's common stock in the following increments: 20% at $18.9288 per share; an additional 30% at $27.8796 per share; an additional 40% at $39.0684 per share; and the remaining 10% at $43.3476 (based on the average daily closing price of the Issuer's common stock on the NYSE for any 20 consecutive trading days preceding a vesting date), with pro rata vesting based on sustained improvement in the trading price of the Issuer's common stock between the exercise price and $18.9288 and between the other stock price vesting thresholds set forth above.

2. On September 30, 2008, the reporting person was granted an option to purchase 4,375 shares of common stock, the vesting of which is subject to the satisfaction of certain corporate performance criteria. In accordance with the previously established criteria, 1,342 of such options have vested.

3. 25% of the shares vested on September 30, 2009 and the remaining 75% vested in 36 equal monthly installments on the same date of each calendar month thereafter.

4. 25% of the shares vested on June 30, 2009 and the remaining 75% vested in 36 equal monthly installments on the same date of each calendar month thereafter.

Remarks:

	By: Deirdre Blackburn For: Stephen T. Zarrilli	06/27/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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