Atkore (ATKR) Form 4 Atkore International / John Patrick Williamson 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^*

Williamson John Patrick

(Last) (First) (Middle)

16100 S. LATHROP AVENUE

(Street)

HARVEY IL 60426

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Atkore International Group Inc. [ ATKR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2017

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	11/28/2017		M		5,352	A	$7.3	170,907	D
Common Stock	11/28/2017		S(1)		5,352	D	$20.002(2)	165,555	D
Common Stock(3)	11/28/2017		A		30,610	A	$0	196,165	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
Stock Options (right to buy)	$7.3	11/28/2017		M			5,352	(4)	06/10/2021	Common Stock	5,352	$0	478,000	D
Stock Options (right to buy)	$20.01	11/28/2017		A		73,529		(5)	11/28/2027	Common Stock	73,529	$0	73,529	D

Explanation of Responses:

1. This exercise and sale were undertaken pursuant to a predetermined diversification plan previously adopted by the Reporting Person (a "10b5-1 Plan").

2. This price represents the approximate weighted average price per share of common stock (each a "Share") of Atkore International Group Inc. (the "Issuer") of sales that were executed at prices ranging from $20.00 to $20.01 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the issuer, full information regarding the number of Shares sold at each price.

3. Represents restricted stock units ("RSUs"). The RSUs vest ratably in three installments on each anniversary of November 28, 2017, subject to continued employment. The RSUs settle into common stock of the Issuer no later than March 15th of the calendar year immediately following the calendar year in which vesting occurs.

4. These options are fully vested and exercisable.

5. Represents stock options. The options vest and become exercisable ratably in three installments on each anniversary of November 28, 2017, subject to continued employment.

Remarks:

	/s/ Daniel S. Kelly, Attorney-in-Fact for John Patrick Williamson	11/30/2017
	** 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).
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.