FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LUSK JAMES S
2. Issuer Name and Ticker or Trading Symbol

ABM INDUSTRIES INC /DE/ [ ABM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President/CFO
(Last)          (First)          (Middle)

551 FIFTH AVENUE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

12/17/2014
(Street)

NEW YORK, NY 10176
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/17/2014     M    318   A $19.09   65311   D    
Common Stock   12/17/2014     S (1)    272   D $28.09   65039   (2) D    
Common Stock   12/18/2014     M    6369   A $18.31   71408   D    
Common Stock   12/18/2014     S (1)    5311   D $28.3233   66097   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Options   (3) $19.09   12/17/2014     M         318      (4) 9/13/2018   Common Stock   318   $0   5252   D    
Stock Options   (3) $18.31   12/18/2014     M         6369      (5) 10/11/2019   Common Stock   6369   $0   12738   D    

Explanation of Responses:
( 1)  All sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person.
( 2)  Includes 39,562 unvested RSUs, 3,514 vested RSUs, the receipt of which has been deferred and DERs relating to the RSUs, adjusted to reflect the cumulative effect of fractional shares, and 2,342 performance shares earned but not vested with respect to performance shares granted on 3/8/2012, 2,543 performance shares earned but not vested with respect to performance shares granted on 1/14/2013, and DERs related thereto.
( 3)  Stock Options granted under the 2006 Equity Incentive Plan.
( 4)  25% exercisable on 9/13/2012 and 25% on the anniversary date of each of the following three years.
( 5)  25% exercisable on 10/11/2013 and 25% on the anniversary date of each of the following three years.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LUSK JAMES S
551 FIFTH AVENUE
SUITE 300
NEW YORK, NY 10176


Executive Vice President/CFO

Signatures
By: Barbara L. Smithers, by power of attorney 12/19/2014
** 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 control number.
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