SEC Form 4 · accession 0000899243-18-009105
AMERICAN VANGUARD CORP · AVD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric G Wintemute
Officer — Chairman & CEO
Period of report
Mar 30, 2018
Accepted (ET)
Apr 2, 2018 · 7:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000005981
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy) | $11.49 | Mar 30, 2018 | J | 25,159 | A | Mar 30, 2018 | Dec 30, 2024 | Common Stock | 25,159 | 108,125 | D |
Explanation of responses
- F1These performance stock options arose from a target award of 26,483 such options that were awarded to reporting person on December 30, 2014 and, by their terms, were to vest and become exercisable, provided i) reporting person was continuously employed by the issuer through December 30, 2017, and ii) the Company met certain financial metrics over the period from January 1, 2015 through December 31, 2017. Those financial metrics included the relative growth of its earnings before income tax ("EBIT") compared to the median growth of EBIT of a certain group of industry peers (weighted at 50%), the relative growth of its net sales as compared to the median growth of net sales of that same group (weighted at 30%) and the relative growth of the fair market value of the Company's common stock as compared to the Russell 2000 Index (weighted at 20%). The percentage of target options subject to vesting could range from 0% (for underperformance) to 200% (for outperformance).
- F2(Continued from Footnote 1) Issuer has completed its measurement of the Company's financial performance over the measurement period and determined that reporting person is entitled to receive 195% of the target award. In this case, the reporting person would receive the product of 26,483 x 1.95 = 51,642 options, of which 25,159 are in addition to the target amount that had been reported in the Form 4 of the reporting person on or about the date of the award.