CLO, VP & Secretary Glass Alan J converted options into 5,280 shares and covered exercise/tax liability with 3,198 shares, increasing direct ownership by 11% to 21,306 units (SEC Form 4)
$SXI
Industrial Machinery/Components
Industrials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STANDEX INTERNATIONAL CORP/DE/ [ SXI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/23/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 08/23/2024 | M(1) | 2,406 | A | $0 | 21,629.945 | D | |||
| Common Stock | 08/23/2024 | F(2) | 1,059 | D | $176.43 | 20,570.945 | D | |||
| Common Stock | 08/23/2024 | M(3) | 1,886 | A | $0 | 22,456.945 | D | |||
| Common Stock | 08/23/2024 | M(3) | 988 | A | $0 | 23,444.945 | D | |||
| Common Stock | 08/23/2024 | F(4) | 2,139 | D | $176.43 | 21,305.945 | D | |||
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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 | ||||||||
| Phantom Stock Units | $71.18 | 08/23/2024 | M(1) | 2,406 | 08/23/2024 | 08/23/2024 | Common Stock | 2,406 | $0 | 0 | D | ||||
| Phantom Stock Units | $0 | 08/23/2024 | M(3) | 1,886 | 08/23/2024 | 08/23/2024 | Common Stock | 1,886 | $0 | 0 | D | ||||
| Phantom Stock Units | (5) | 08/23/2024 | A(5) | 622 | 08/23/2027 | 08/23/2027 | Common Stock | 622 | $120.8625 | 622 | D | ||||
| Restricted Stock Units | (6) | 08/23/2024 | A(6) | 1,185 | (6) | (6) | Common Stock | 1,185 | $176.43 | 1,185 | D | ||||
| Phantom Stock Units | (7) | 08/23/2024 | A(7) | 1,185 | 08/23/2027 | 08/23/2027 | Common Stock | 1,185 | $176.43 | 1,185 | D | ||||
| Explanation of Responses: |
| 1. Vesting of Phantom Stock pursuant to Company's Management Stock Purchase Plan. |
| 2. Shares sold to pay taxes on the reported vesting of Phantom Stock. |
| 3. Vesting of Phantom Stock pursuant to the Company's 2018 Omnibus Incentive Plan. Actual achievement, which could have ranged from 0% to 250% of the award, was 152.4%. Thus, the transaction reflected herein reflects the conversion of the original number of units granted and the awarding of the additional amount. |
| 4. Shares sold to pay taxes on vesting of previously issued restricted stock and/or performance share units. |
| 5. Contingent Purchase of Phantom Stock of the Company pursuant to the Management Stock Purchase Plan component of the 2018 Omnibus Incentive Plan vesting three years after the date of purchase in the form of Common Stock. |
| 6. Grant of Restricted Stock Units pursuant to the 2018 Omnibus Incentive Plan of the Company which vests one-third per year on each anniversary of the date of the award. |
| 7. Award of Performance Share Units pursuant to the 2018 Omnibus Incentive Plan of the Company. These shares cliff vest at the end of a three year performance period with the ultimate number of shares ranging from 0 to 250% of the award based on achievement against Company performance metrics of the three year period. |
| /s/ Alan J. Glass | 08/27/2024 | |
| ** 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. | ||