Sean D Major Form 4 JOY GLOBAL / Sean D Major 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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X

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^*

Major Sean D

(Last) (First) (Middle)

100 E WISCONSIN AVE

SUITE 2780

(Street)

MILWAUKEE WI 53202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JOY GLOBAL INC [ JOY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2017

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	04/05/2017		A		24,800	A	$0(1)	101,989	D
Common Stock	04/05/2017		J		34,112	D	(2)	67,877	D
Common Stock	04/05/2017		D		67,877	D	$28.3(3)	0	D

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
Employee Stock Option (right to buy)	$12.19	04/05/2017		D			51,200	12/07/2016	12/07/2025	Common Stock	51,200	$16.11(4)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of July 21, 2016 (the Merger Agreement), by and among Joy Global, Inc. (the Company), Komatsu America Corp. (KAC), Pine Solutions, Inc., a wholly owned subsidiary of KAC (Merger Sub) and, solely for the purposes specified therein, Komatsu Ltd., at the effective time of the transactions contemplated by the Merger Agreement (the Merger), the number of shares covered by this performance share award was fixed at the target number of performance shares thereunder.

2. Pursuant to the Merger Agreement and the terms of these restricted stock units, upon termination of the reporting person's employment immediately following the effective time of the Merger, these restricted stock units were forfeited as a result of the reporting person's failure to satisfy the service conditions.

3. Pursuant to the Merger Agreement, at the effective time of the Merger, each of these shares of Company stock (including shares reported in Table I that were covered by outstanding equity awards) was converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30.

4. Pursuant to the Merger Agreement, at the effective time of the Merger, each vested and unvested stock option was cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company stock subject to such option and (ii) the excess, if any, of the per share merger consideration of $28.30 over the exercise price per share of the Company stock subject to such option. All other options held by the reporting person were cancelled in the Merger as the exercise price of each such option was greater than the per share merger consideration of $28.30.

Remarks:

	Sean D. Major	04/07/2017
	** 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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