AEP Industries Form 4 AEP INDUSTRIES / J BRENDAN BARBA 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^*

BARBA J BRENDAN

(Last) (First) (Middle)

95 CHESTNUT RIDGE ROAD

(Street)

MONTVALE NJ 07645

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AEP INDUSTRIES INC [ AEPI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2017

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	01/17/2017		A		31,995(1)	A	$0	433,883(2)	D
Common Stock								1,948	I	By spouse
Common Stock								51,500	I	2012 Carolyn Vegliante Children's Trust(3)
Common Stock								51,500	I	2012 Paul Vegliante Children's Trust(4)
Common Stock								87,489	I	Grantor Retained Annuity Trust (GRAT) #9(5)

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

Explanation of Responses:

1. Vests at 20% per annum commencing January 17, 2017, and thereafter on January 7th.

2. An additional 28,596 shares of common stock have been deducted from total holdings since the last Form 4 filing due to the reporting person's election to receive cash in lieu of shares upon the vesting of performance units on January 5, 2017, January 7, 2017, and January 17, 2017.

3. The 2012 Carolyn Vegliante Children's Trust was established by Ms. Vegliante and the trustees are Mr. J. Brendan Barba (CEO of AEP Industries Inc.) and Mr. Vegliante. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

4. The 2012 Paul Vegliante Children's Trust was established by Mr. Vegliante and the trustees are Mr. J. Brendan Barba (CEO of AEP Industries Inc.) and Mrs. Vegliante. The reporting peson disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securites for Section 16 or any other purpose.

5. Grantor Retained Annuity Trust #9 (GRAT #9) was established by the reporting person, and the trustees for each GRAT are Mr. Paul M. Feeney (Executive Vice President, Finance and CFO of AEP Industries Inc.) and the two daughters of Mr. Barba (who are also co-beneficiaries of each GRAT.)

	/s/ John F. Hughes, Jr., Attorney-in-fact	01/19/2017
	** 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).
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