James Barna Form 4 FERRO / James Barna 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Barna James

(Last) (First) (Middle)

6060 PARKLAND BLVD.

SUITE 250

(Street)

MAYFIELD HEIGHTS OH 44124

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FERRO CORP [ FOE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2019

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 Stock								6,737	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
Performance Share Unit	$0.00	02/20/2019		A		4,100		(1)	12/31/2021	Common Stock	4,100	$0.00	4,100	D
Restricted Stock Unit	$0.00	02/20/2019		A		1,700		02/20/2022	02/20/2022	Common Stock	1,700	$0.00	1,700	D
Stock Options (Right to Buy)	$17.89	02/20/2019		A		6,400		(2)	02/20/2029	Common Stock	6,400	$0.00	6,400	D
Performance Share Unit	$0.00							(1)	12/31/2018	Common Stock	3,700		3,700	D
Performance Share Unit	$0.00							(1)	12/31/2019	Common Stock	3,500		3,500	D
Performance Share Unit	$0.00							(1)	12/31/2020	Common Stock	2,300		2,300	D
Phantom Shares	$0.00(3)							(3)	(3)	Common Stock	2,477.5076		2,477.5076	D
Restricted Share Unit	$0.00							02/15/2020	02/15/2020	Common Stock	1,400		1,400	D
Restricted Share Unit	$0.00							02/21/2021	02/21/2021	Common Stock	900		900	D
Stock Options (Right to Buy)	$22.01							(4)	02/21/2028	Common Stock	3,000		3,000	D
Stock Options (Right to Buy)	$14.27							02/15/2018	02/15/2027	Common Stock	4,100		4,100	D
Stock Options (Right to Buy)	$12.33							02/18/2016	02/18/2025	Common Stock	833		833	D
Stock Options (Right to Buy)	$9.6							02/17/2017	02/17/2026	Common Stock	3,667		3,667	D

Explanation of Responses:

1. Performance Share Units granted as a performance award, vesting based upon degree of achievement of performance goal. At the end of the performance period, 50% of award is paid in common shares free of restrictions, and 50% is paid in cash. If the final amount is less than 100% of the share units, the balance is forfeited to the company.

2. 33+% per year for 3 years beginning on 20-Feb-2020

3. Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.

4. 33+% per year for 3 years beginning on 21-Feb-2019

Remarks:

	/s/ Benjamin Schlater, Group Vice President and Chief Financial Officer, by Power of Attorney	02/22/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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