Statement of Changes in Beneficial Ownership (4)
February 18 2020 - 5:10PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Manning John J |
2. Issuer Name and Ticker or Trading Symbol
SENSIENT TECHNOLOGIES CORP
[
SXT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, General Counsel, Secretary |
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(Last)
(First)
(Middle)
777 EAST WISCONSIN AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2020 |
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(Street)
MILWAUKEE, WI 53202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 6327.884 | D | |
| Common Stock | | | | | | | | 43.08 | I | By Children |
| Common Stock | | | | | | | | 261.462 | I | ESOP (1) |
| Common Stock | | | | | | | | 141.194 | I | Supplemental Benefit Plan (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Performance Stock Unit | (3) | 2/13/2020 | | M | | | 4500 | (4) | (4) | Common Stock | 4500 | $0 | 0 | D | |
| Performance Stock Unit | (3) | | | | | | | (5) | (5) | Common Stock | 4900 | | 4900 | D | |
| Performance Stock Unit | (3) | | | | | | | (6) | (6) | Common Stock | 6100 | | 6100 | D | |
| Performance Stock Unit | (3) | | | | | | | (7) | (7) | Common Stock | 6178 | | 6178 | D | |
| Explanation of Responses: |
| (1) | Represents shares held in Issuer's ESOP as of the end of the month immediately preceding this filing. |
| (2) | Represents shares held in Issuer's Supplemental Benefit Plan as of the end of the month immediately preceding this filing. |
| (3) | Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock. |
| (4) | Performance stock units vested at 0% of the target award amount upon the Issuer's achievement of certain performance criteria based on EBIT growth and return on invested capital during a three-year performance period. |
| (5) | Represents grant of performance stock units under Issuer's 2017 Stock Plan. The award is eligible to vest following a three-year performance period (from January 1, 2018 through December 31, 2020) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBIT growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three-year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 150% of the target award amount. |
| (6) | Represents grant of performance stock units under Issuer's 2017 Stock Plan. The award is eligible to vest following a three-year performance period (from January 1, 2019 through December 31, 2021) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBITDA growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three-year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 150% of the target award amount. |
| (7) | Represents grant of performance stock units under Issuer's 2017 Stock Plan. The award is eligible to vest following a three-year performance period (from January 1, 2020 through December 31, 2022) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBITDA growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three-year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 200% of the target award amount. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Manning John J
777 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202 |
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| VP, General Counsel, Secretary |
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Signatures
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| /s/ John J. Manning | | 2/18/2020 |
| **Signature of Reporting Person | Date |
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