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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MYERS INDUSTRIES INC [ MYE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/31/2015 | M | 15,433(1) | A | $0.00 | 42,599 | D | |||
Common Stock | 12/31/2015 | F | 7,810(2) | D | $0.00 | 34,789 | D | |||
Common Stock | 12/31/2015 | M | 11,234(3) | A | $0.00 | 46,023 | D | |||
Common Stock | 12/31/2015 | F | 5,685(2) | D | $0.00 | 40,338 | D | |||
Common Stock | 12/31/2015 | M | 10,733(5) | A | $0.00 | 51,071 | D | |||
Common Stock | 12/31/2015 | F | 5,570(2) | D | $0.00 | 45,501 | D | |||
Common Stock | 59,837 | I | By Spousal Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Unit | (7) | 12/31/2015 | M | 15,433(1) | (7) | (7) | Common Stock | 15,433 | $0.00 | 0 | D | ||||
Restricted Stock Unit | (7) | 12/31/2015 | M | 11,234(3) | (7) | (7) | Common Stock | 22,467 | $0.00 | 11,233(4) | D | ||||
Restricted Stock Unit | (7) | 12/31/2015 | M | 10,733(5) | (7) | (7) | Common Stock | 32,200 | $0.00 | 21,467(6) | D |
Explanation of Responses: |
1. On March 1, 2013, the Company granted 46,300 Restricted Stock Units, with one-third of the Restricted Stock Units to vest on each of March 1, 2014, 2015, and 2016. Mr. Orr retired effective December 31, 2015, causing the accelation of the vesting and the payment for the Restricted Stock Units in the form of Common Stock of the remaining 15,433 Restricted Stock Units. |
2. Represents a disposition of shares to the Company. Such disposition is exempt under Section 16(b) under Rule 16b-3(e). |
3. On March 7, 2014, the Company granted 33,700 Restricted Stock Units, with one-third of the Restricted Stock Units to vest on each of March 7, 2015, 2016, and 2017. Mr. Orr retired effective December 31, 2015, causing the accelation of the vesting, and the payment for the Restricted Stock Units in the form of Common Stock, of 11,234 of the Restricted Stock Units. The remaining 11,233 Restricted Stock Units vested, however payment in the form of Common Stock for those shares will be delayed for six months pursuant to the operation of Internal Revenue Code Section 409A. |
4. Of the 22,467 Restricted Stock Units from the March 7, 2014 grant that vested, payment in the form of Common Stock for 11,233 of those Restricted Stock Units will be delayed for six months pursuant to the operation of Internal Revenue Code Section 409A. |
5. On March 5, 2015, the Company granted 32,200 Restricted Stock Units, with one-third of the Restricted Stock Units to vest on each of March 5, 2016, 2017, and 2018. Mr. Orr retired effective December 31, 2015, causing the accelation of the vesting, and the payment for the Restricted Stock Units in the form of Common Stock, of 10,733 of the Restricted Stock Units. The remaining 21,467 Restricted Stock Units vested, however payment in the form of Common Stock for those Restricted Stock Units will be delayed for six months pursuant to the operation of Internal Revenue Code Section 409A. |
6. Of the 32,200 Restricted Stock Units from the March 5, 2015 grant that vested, payment in the form of Common Stock for 21,467 of those Restricted Stock Units will be delayed for six (6) months pursuant to the operation of Internal Revenue Code Section 409A. |
7. A Restricted Stock Unit is the grant of the right to receive an amount equal to the fair market value of a share on the date that payment is made with respect to the Restricted Stock Unit. Subject to the instances of acceleration detailed above, the Restricted Stock Units vest in three equal installments on each of the first three anniversaries of the date of the grant. |
Remarks: |
/s/ Megan L. Mehalko pursuant to POA dated 10/25/06 and filed 4/25/08 | 01/05/2016 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |