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Form 4 FERRO CORP For: Feb 27 Filed by: RUTHERFORD JEFFREY L

March 3, 2015 6:07 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
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
  
 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 *
RUTHERFORD JEFFREY L
(Last) (First) (Middle)
6060 PARKLAND BLVD
(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)
V.P and CFO
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   58,200 A (1) 106,500 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     58,200   (1) 12/31/2014 Common Stock 58,200 (1) 0 D  
Performance Share Unit $ 0               (1) 12/31/2016 Common Stock 30,700   30,700 D  
Performance Share Unit $ 0               (1) 12/31/2015 Common Stock 77,300   77,300 D  
Performance Share Unit $ 0               (1) 12/31/2017 Common Stock 33,100   33,100 D  
Phantom Shares (2)               (2)   (2) Common Stock 9,001.2948   9,001.2948 D  
Restricted Share Unit $ 0             02/20/2017 (3) 02/20/2017 Common Stock 12,300   12,300 D  
Restricted Share Unit $ 0             04/02/2015 (3) 04/02/2015 Common Stock 23,300   23,300 D  
Restricted Share Unit $ 0             02/23/2016 (3) 02/23/2016 Common Stock 30,900   30,900 D  
Restricted Share Unit $ 0             02/18/2018 (3) 02/18/2018 Common Stock 13,300   13,300 D  
Stock Options (Right to Buy) $ 5.95             04/02/2013 04/02/2022 Common Stock 49,900   49,900 D  
Stock Options (Right to Buy) $ 5.29             02/21/2014 02/21/2023 Common Stock 65,000   65,000 D  
Stock Options (Right to Buy) $ 13.09             02/20/2015 02/20/2024 Common Stock 25,400   25,400 D  
Stock Options (Right to Buy) $ 12.33             02/18/2016 02/18/2025 Common Stock 28,600   28,600 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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