Schmitt Industries (SMIT) Form 4 SCHMITT INDUSTRIES / Michael R. Zapata 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^*

Zapata Michael R.

(Last) (First) (Middle)

2765 NW NICOLAI STREET

(Street)

PORTLAND OR 97210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SCHMITT INDUSTRIES INC [ SMIT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2020

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	07/24/2020		M		6,000(1)	A	$0	59,777	D
Common Stock	07/24/2020		F		2,400(2)	D	$4.44	57,377	D
Common Stock	07/29/2020		M		6,000(3)	A	$0	63,377	D
Common Stock	07/29/2020		F		2,400(4)	D	$4.4	60,977	D
Common Stock	10/27/2020		A		1,483(5)	A	$0	62,460	D
Common Stock	10/27/2020		F		593(6)	D	$5.06	61,867	D
Common Stock								474,235	I	See footnote(7)

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
RSUs	(8)	07/24/2020		M			6,000	(1)	(1)	Common Stock	6,000	$0	6,000	D
RSUs	(8)	07/29/2020		M			6,000	(2)	(2)	Common Stock	6,000	$0	0	D

Explanation of Responses:

1. One tranche of 6,000 restricted stock units ("RSUs") vested based on the 15-day trading average closing price of the Issuer's common stock being greater than or equal to $3.90.

2. Transaction represents the withholding of shares, at the value of $4.44 per share, to satisfy the tax withholding obligations following the vesting of 6,000 RSUs on July 24, 2020.

3. One tranche of 6,000 RSUs vested based on the 15-day trading average closing price of the Issuer's common stock being greater than or equal to $4.10.

4. Transaction represents the withholding of shares, at the value of $4.40 per share, to satisfy the tax withholding obligations following the vesting of 3,000 RSUs on July 29, 2020.

5. On the Transaction Date, the Reporting Person was granted the immediately vested shares as compensation for service on the Issuer's board of directors.

6. Transaction represents the withholding of shares, at the value of $5.06 per share, to satisfy the tax withholding obligations following the grant of 1,483 shares on October 27, 2020

7. Mr. Zapata, as the Managing Member of Sententia Capital, may be deemed the beneficial owner of the 474,235 shares owned by Sententia Capital.

8. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

	/s/Michael R Zapata	11/30/2020
	** 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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