SEC Form 4 · accession 0000899243-17-014311
AMERICAN VANGUARD CORP · AVD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Rizzi
Officer — See Remarks
Period of report
May 23, 2017
Accepted (ET)
May 25, 2017 · 2:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000005981
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 23, 2017 | F | 4,477 | $0.00 | D | 31,541 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reporting person delivered these time-based restricted shares to issuer in payment of the tax liability associated with the vesting of 10,673 shares of restricted stock (both time-based and performance shares) in accordance with Rule 16b-3. On May 23, 2014, reporting person was awarded 4,105 time-based restricted shares and 4,105 performance shares. The first tranche vested in its entirety on the transaction date above. The second tranche was subject to certain financial metrics to be measured over the performance period of January 1, 2015 through December 31, 2017, namely: i) issuer's earnings before income tax ("EBIT") as compared to the median growth (computed in terms of compound annual growth) of of a peer group (consisting of Syngenta, Bayer, BASF, Dow, Monsanto, DuPont, Makteshim, Nufarm, FMC, Cheminova, United Phosphorus and
- F2(Continued from Footnote 1) Isagro (the "Ag Peers")); ii) issuer's net sales as compared to the median growth of the Ag Peers; and iii) the relative growth of the fair market value of issuer's common stock as compared to that of (x) the Russell 2000 Index and (y) the median fair market value of the common stock of the comparator companies identified in issuer's 2014 Proxy Statement (the "TSR" measure). In determining the number of performance shares earned, the EBIT measure was to be weighted 50 percent, the net sales measure was to be weighted 30 percent and the TSR was to be weighted 20 percent. The size of the payout was further subject to increase or decrease based upon the percent goal achieved and could vary from zero to 200 percent of the target award.
- F3(Continued from Footnote 2) In this case, during the performance period, issuer's EBIT and net sales were in excess of 125 percent of the median growth of the Ag Peers and, accordingly, reporting person earned 200 percent of the payout for those categories (weighted at 80 percent of the total performance target), while the TSR goals were below the 30th percentile of both the Russell 2000 Index and that of the proxy peers (thus, reporting person earned zero percent of the target with respect to this category). Thus, reporting person earned the product of 4,105 (target shares) x 80% (for the EBIT and net sales categories) x 200% or 6,568 shares from the performance share award. This figure, plus the vesting of 4,105 time-based shares totals 10,673 shares of common stock.
Remarks
VP Operations - AMVAC Chemical Corp.