Insteel Industries (IIIN) Form 4 INSTEEL INDUSTRIES / H O WOLTZ III 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^*

WOLTZ H O III

(Last) (First) (Middle)

1373 BOGGS DRIVE

(Street)

MOUNT AIRY NC 27030

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INSTEEL INDUSTRIES INC [ IIIN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2021

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	12/21/2021		G	V	4,770	D	$0	493,494	D
Common Stock	02/12/2022		F		1,883	D	$37.49	498,565	D
Common Stock - Restricted Stock Units								31,242	D
Common Stock								113,328	I	Co-trustee of Trusts created by Estate of Howard O. Woltz, Jr.
Common Stock								57,282	I	Co-trustee of Woltz Foundation

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 Option (Right to Buy)	$41.87							(1)	08/16/2031	Common Stock	8,656		8,656	D
Stock Option (Right to Buy)	$21.57							(1)	02/12/2029	Common Stock	6,281		6,281	D
Stock Option (Right to Buy)	$18.25							(1)	08/12/2029	Common Stock	15,408		15,408	D
Stock Option (Right to Buy)	$22.09							(1)	02/11/2030	Common Stock	13,532		13,532	D
Stock Option (Right to Buy)	$19.86							(1)	08/11/2020	Common Stock	16,949		16,949	D
Stock Option (Right to Buy)	$41.85							(1)	08/13/2028	Common Stock	10,534		10,534	D
Stock Option (Right to Buy)	$34.49							(1)	08/11/2026	Common Stock	8,643		8,643	D
Stock Option (Right to Buy)	$29.69							(1)	02/13/2028	Common Stock	14,340		14,340	D
Stock Option (Right to Buy)	$37.06							(1)	02/07/2027	Common Stock	10,981		10,981	D

Explanation of Responses:

1. Options vest 1/3 annually beginning one year from grant date.

	James F. Petelle for H. O. Woltz III	02/14/2022
	** 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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