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Form 4 FERRO CORP For: Feb 27 Filed by: Killian Ann

March 3, 2015 6:11 PM EST
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 *
Killian Ann

(Last) (First) (Middle)
6060 PARKLAND BOULEVARD

(Street)
MAYFIELD HEIGHTS OH 44124

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FERRO CORP [ FOE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President, Human Resource
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2015
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 02/27/2015   M   36,700 A (1) 68,547 D  
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
Performance Share Unit $ 0 02/27/2015   M     36,700   (1) 12/31/2014 Common Stock 36,700 (1) 0 D  
Performance Share Unit $ 0               (1) 12/31/2016 Common Stock 16,900   16,900 D  
Performance Share Unit $ 0               (1) 12/31/2015 Common Stock 53,500   53,500 D  
Performance Share Unit $ 0               (1) 12/31/2017 Common Stock 18,200   18,200 D  
Phantom Shares (2)               (2)   (2) Common Stock 23,773.5164   23,773.5164 D  
Restricted Share Unit $ 0             02/20/2017 (3) 02/20/2017 Common Stock 6,700   6,700 D  
Restricted Share Unit $ 0             02/23/2015 (3) 02/23/2015 Common Stock 14,700   14,700 D  
Restricted Share Unit $ 0             02/23/2016 (3) 02/23/2016 Common Stock 21,400   21,400 D  
Restricted Share Unit $ 0             02/18/2018 (3) 02/18/2018 Common Stock 7,300   7,300 D  
Stock Options (Right to Buy) $ 21.01             07/11/2006 07/11/2015 Common Stock 30,000   30,000 D  
Stock Options (Right to Buy) $ 20.69             02/16/2007 02/16/2016 Common Stock 15,500   15,500 D  
Stock Options (Right to Buy) $ 21.99             02/06/2008 02/06/2017 Common Stock 18,000   18,000 D  
Stock Options (Right to Buy) $ 17.26             02/28/2009 02/28/2018 Common Stock 17,000   17,000 D  
Stock Options (Right to Buy) $ 8.25             02/25/2011 02/25/2020 Common Stock 35,000   35,000 D  
Stock Options (Right to Buy) $ 1.37             02/25/2010 02/25/2019 Common Stock 0   0 D  
Stock Options (Right to Buy) $ 15.16             02/24/2012 02/24/2021 Common Stock 26,600   26,600 D  
Stock Options (Right to Buy) $ 6.84             02/23/2013 02/23/2022 Common Stock 31,500   31,500 D  
Stock Options (Right to Buy) $ 5.29             02/21/2014 02/21/2023 Common Stock 44,900   44,900 D  
Stock Options (Right to Buy) $ 13.09             02/20/2015 02/20/2024 Common Stock 14,000   14,000 D  
Stock Options (Right to Buy) $ 12.33             02/18/2016 02/18/2025 Common Stock 15,700   15,700 D  
Explanation of Responses:
1. Performance Share Units granted as a performance award, vesting based upon degree of acheivement of performance goal. At the end of the performance period, 50% of award is paid in common shares free of restrictions, and 50% is paid in cash. If the final amount is less than 100% of the share units, the balance is forfeited to the company.
2. Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.
3. The date reflected above as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, settlement of the Restricted Share Units and delivery of common shares is subject to an additional two-year holding period.
/s/ John T. Bingle, Treasurer, by Power of Attorney 03/03/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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