David J Lemmon Form 4 J M SMUCKER / David J Lemmon 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^*

Lemmon David J

(Last) (First) (Middle)

ONE STRAWBERRY LANE

(Street)

ORRVILLE OH 44667

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
J M SMUCKER Co [ SJM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Pet Food

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2019

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
Common Shares	06/12/2019		M		1,304(1)	A	$0	1,304	D
Common Shares	06/12/2019		F		377(2)	D	$123.91	927	D
Common Shares	06/13/2019		A		6,628(1)	A	$0	7,555	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
Restricted Stock Units	$0(3)	06/12/2019		M			1,304	06/12/2019	06/12/2019	Common Shares	1,304	$0	0	D
Option Common Shares	$123.68	06/13/2019		A		12,938		(4)	06/12/2029	Common Shares	12,938	$0	12,938	D
Option Common Shares	$111.86							06/15/2017	03/19/2025	Common Shares	3,334		3,334	D
Option Common Shares	$111.86							05/29/2018	03/19/2025	Common Shares	1,666		1,666	D
Restricted Stock Units	$0							06/08/2020	06/08/2020	Common Shares	2,380		2,380	D
Restricted Stock Units	$0							06/15/2021	06/15/2021	Common Shares	1,666		1,666	D
Restricted Stock Units	$0							06/14/2022	06/14/2022	Common Shares	3,406		3,406	D
Restricted Stock Units	$0							09/01/2026	09/01/2026	Common Shares	1,900		1,900	D

Explanation of Responses:

1. Restricted stock and restricted stock units granted pursuant to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan generally become unrestricted upon the fourth anniversary of the grant date. The Plan also provides that restricted stock and restricted stock units will vest immediately when a participant reaches the age of 60 and the participant has at least 10 years of service with the Company, although 50% of any such restricted stock awards continue to be subject to a 4-year retention period even in the event of retirement.

2. Smucker common shares withheld by the Company to satisfy tax liability upon the vesting of restricted stock or restricted stock units, pursuant to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan.

3. Restricted stock units convert into common stock on a one-for-one basis.

4. This option, which was granted for fiscal year 2020 pursuant to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan, vests in three equal annual installments beginning in June 13, 2020.

	/s/ Jeannette L. Knudsen, POA	06/14/2019
	** 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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