Oshkosh (OSK) Form 4 OSHKOSH / David M. Sagehorn 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^*

Sagehorn David M.

(Last) (First) (Middle)

C/O OSHKOSH CORPORATION

2307 OREGON STREET

(Street)

OSHKOSH WI 54902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OSHKOSH CORP [ OSK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2018

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	12/04/2018		M		11.917(1)	A	$71.56	150,428.347	D
Common Stock	12/04/2018		F		6	D	$71.56	150,422.347	D
Common Stock	12/04/2018		M		9.107(2)	A	$71.56	150,431.454	D
Common Stock	12/04/2018		F		5	D	$71.56	150,426.454	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	(3)	12/03/2018		A		23.835		(4)	(4)	Common Stock	23.835	$0	3,182.346	D
Restricted Stock Units	(3)	12/03/2018		A		27.33		(5)	(5)	Common Stock	27.33	$0	4,857.037	D
Restricted Stock Units	(3)	12/04/2018		M			11.917	(6)	(6)	Common Stock	11.917	$0	3,170.429	D
Restricted Stock Units	(3)	12/04/2018		M			9.107	(7)	(7)	Common Stock	9.107	$0	4,847.93	D

Explanation of Responses:

1. Dividend paid on Restricted Stock Units vested and distributed on November 21, 2018 which fell between dividend record date and dividend payment date.

2. Dividend paid on Restricted Stock Units vested and distributed on November 20, 2018 which fell between dividend record date and dividend payment date.

3. Each Restricted Stock Unit represents a contingent right to receive one share of OSK common stock.

4. The Restricted Stock Units acquired will be settled proportionately with the Restricted Stock Units Award originally granted on 11/21/2016.

5. The Restricted Stock Units acquired will be settled proportionately with the Restricted Stock Units Award originally granted on 11/20/2017.

6. Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 11/21/2017.

7. Restricted Stock Unit Award vests in one-third (1/3) annual increments commencing on 11/20/2018.

Remarks:

	Ignacio A. Cortina, for David M. Sagehorn	12/06/2018
	** 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.