Tunon Alvaro Garcia Form 4 MATTHEWS INTERNATIONAL / TUNON ALVARO GARCIA 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^*

GARCIA TUNON ALVARO

(Last) (First) (Middle)

TWO NORTHSHORE CENTER

(Street)

PITTSBURGH PA 15212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MATTHEWS INTERNATIONAL CORP [ MATW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2019

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

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
Restricted Share Units	$0.0(1)	03/14/2019		A		3,291(2)		(3)	(3)	Class A Common Stock	3,291(3)	$0	3,291	D
Deferred Stock Units under 2014 Director Fee Plan	(4)	03/14/2019		A		143(5)		(4)	(4)	Class A Common Stock	143(5)	$0	8,479	D
Deferred Stock Units under 2019 Director Fee Plan	(4)	03/14/2019		A		2,633(6)		(4)	(4)	Class A Common Stock	2,633(6)	$0	2,633	D

Explanation of Responses:

1. Award of restricted share units made under the 2019 Director Fee Plan subject to the agreement entered into under the 2019 Director Fee Plan. Each restricted share unit represents a contingent right to receive one share of the Company's common stock.

2. The number of restricted share units issued by the Issuer to the Reporting Person was calculated based on $37.99, which represents the mean of the highest and lowest sales prices per share of the Issuer's Class A common stock on the Nasdaq Exchange on the date of issuance.

3. The award generally vests on March 14, 2021 at which point the units will be converted to an equal number of shares of the Company's common stock. Upon the vesting of this award of restricted share units, the reporting person deferred the receipt of the Class A common stock underlying the award subject to a timely deferral election, unless such deferral election is timely modified or revoked pursuant to its terms.

4. Each Deferred Stock Unit ("DSU") is the economic equivalent of one share of Class A common stock. The DSUs become payable in common stock in accordance with a deferral election made by the reporting person or pursuant to the Issuer's Amended and Restated 2014 Director Fee Plan or 2019 Director Fee Plan as noted in Table II, Column I. A copy of such deferral election is on file with the Issuer.

5. DSUs were issued by the Issuer to the Reporting Person pursuant to dividend equivalent rights issued in the following increments: 31 on 05/15/2018; 31 on 08/13/2018; 41 on 12/10/2018; 40 on 02/18/2019.

6. DSUs were issued by the Issuer to the Reporting Person calculated based on the mean of the highest and lowest sale prices per share of the Issuer's Class A common stock on the date of issuance: 2,631 on 3/14/2019 at $37.99.

Remarks:

The Power of Attorney dated February 6, 2018 was filed on February 7, 2018, in Form 4, and is incorporated herein by reference.

	/s/ Brian D. Walters (Attorney-in-Fact)	03/18/2019
	** Signature of Reporting Person	Date
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