SEC Form 4 · accession 0000063296-18-000121
MATTHEWS INTERNATIONAL CORP · MATW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph C Bartolacci
Officer — President and CEO · Director
Period of report
Nov 14, 2018
Accepted (ET)
Nov 16, 2018 · 5:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000063296
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Nov 15, 2018 | F | 10,034 | $40.55 | D | 359,742 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF2,F3 | $0.00 | Nov 14, 2018 | A | 68,100 | A | — | — | Class A Common Stock | 68,100 | 68,100 | D |
Explanation of responses
- F1Sale of Shares to the registrant to cover tax withholding on the vesting of restricted shares.
- F2Award of restricted share units under the Company's 2017 Equity Incentive Plan (the "Plan"), subject to the agreement entered into under the Plan. Each restricted share unit represents a contingent right to receive shares of the Company's common stock as described below.
- F3In general, 40% of the grant vests on November 14, 2021; 30% of the grant vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% of the grant vests at target based upon the Company achieving certain metrics based on adjusted earnings per share. Vesting of all units are generally subject to continuing employment through November 14, 2021. Upon vesting, time-based units will be converted to an equal number of shares of the Company's common stock; performance based units will be converted to the Company's common stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. Performance related units that do not achieve the ROIC or adjusted earnings per share thresholds for the period ended September 30, 2021 will be forfeited.
Remarks
The Power of Attorney dated February 27, 2018 was filed on November 14, 2018, in Form 4, and is incorporated herein by reference.