| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MATTHEWS INTERNATIONAL CORP [ MATW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/11/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Share Units | $0.0(1) | 03/11/2021 | A | 2,988(2) | (3) | (3) | Class A Common Stock | 2,988(3) | $0 | 2,988 | D | ||||
| Restricted Share Units | $0.0 | 03/14/2021 | M | 3,291 | (4) | (4) | Class A Common Stock | 3,291 | $0 | 0 | D | ||||
| Deferred Stock Units under 2019 Director Fee Plan | (5) | 03/14/2021 | M | 3,291(4) | (5) | (5) | Class A Common Stock | 3,291(4) | $0 | 10,697 | D | ||||
| Deferred Stock Units under 2019 Director Fee Plan | (5) | 03/14/2021 | A | 535(6) | (5) | (5) | Class A Common Stock | 535(6) | $0 | 11,232 | D | ||||
| Explanation of Responses: |
| 1. Award of restricted share units made under the 2019 Director Fee Plan subject to the agreement entered into under the Plan. Each restricted share unit represents a contingent right to receive one share of the Company's Class A common stock. |
| 2. The number of restricted share units issued by the Issuer to the Reporting Person was calculated based on $41.84, which represents the mean of the highest and lowest sales prices per share of the Issuer's Class A common stock on the Nasdaq Exchange on the date of issuance. |
| 3. The award generally vests on March 11, 2023 at which point the units will be converted to an equal number of shares of the Company's Class A common stock. Upon the vesting of this award of restricted share units, the Reporting Person deferred the receipt of the Class A common stock underlying the award subject to a timely deferral election, unless such deferral election is timely modified or revoked pursuant to its terms. |
| 4. On March 14, 2021, the vesting date, the time-based restricted share units converted into an equal number of deferred stock units under the provisions of the Reporting Person's deferral election. |
| 5. Each Deferred Stock Unit ("DSU") is the economic equivalent of one share of Class A common stock. The DSUs become payable in common stock in accordance with a deferral election made by the reporting person or pursuant to the Issuer's 2019 Director Fee Plan. A copy of such deferral election is on file with the Issuer. |
| 6. DSUs were issued by the Issuer to the Reporting Person pursuant to dividend equivalent rights in the following increments: 157 on 05/18/2020; 148 on 08/17/2020; 127 on 12/14/2020; 103 on 02/22/2021. |
| Remarks: |
| The Power of Attorney dated February 6, 2018 was filed on February 7, 2018, in Form 4, and is incorporated herein by reference. |
| /s/ Brian D. Walters (Attorney-in-Fact) | 03/15/2021 | |
| ** 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. | ||