SEC Form 4
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*
MARSHALL STEVEN A
(Last) (First) (Middle)
1500 NORTH MANTUA STREET
(Street)
KENT OH 44240
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DAVEY TREE EXPERT CO [ NONE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Ex VP & Asst. to the President
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2017
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 03/14/2017 A 876 A $35.2 52,879(1) D
Common Stock 03/14/2017 A 288 A $35.2 53,167(2) D
Common Stock 03/14/2017 M 1,040 A $19.7 54,207(3) D
Common Stock 63,124.0657(4) I By 401(k) Plan
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
Stock Subscription Rights (Right to Buy)(3) $19.7 03/14/2017 M 1,040 08/01/2012 07/31/2019 Common Stock 1,040 $0 0 D
Stock Appreciation Rights (2017)(5) $35.2 03/14/2017 A 3,100 03/14/2018 12/31/2026 Common Stock 3,100 $0 3,100 D
Explanation of Responses:
1. Upon the achievement of certain performance criteria, performance restricted stock units (PRSUs) were granted pursuant to the Company's performance restricted stock unit program, are payable in common shares, will be fully vested on the earlier of (a) the fifth anniversary of the grant date (the transaction date herein), (b) retirement (provided that the participant has attained the age of 55 years and has had at least five years of service with the Company), (c) total or permanent disability or death, or (d) certain events of termination, and will be paid no later than March 15 following the year in which the participant retires.
2. Reflects common shares granted pursuant to the Company's Management Incentive Plan.
3. Reflects exercise of stock subscription rights. The reported rights to purchase shares of the Company's common stock were acquired in the Company's stock subscription offering to employees and non-employee directors in accordance with the provisions of The Davey Tree Expert Company 2004 Omnibus Stock Plan (the "Plan"). All participants in the offering purchasing in excess of $5,000 of common stock were granted a "right" to purchase one additional share of common stock, at a price of $19.70 per share, for every three shares of common stock purchased under the Plan. Each "right" may be exercised at the rate of 1/7 per year beginning on August 1, 2012, expiring upon the earlier of termination of employment or July 31, 2019. Mr. Marshall's remaining rights to purchase 422 shares of the Company's common stock will be forfeited upon his retirement from the Company.
4. This total reflects routine accumulation of 63,124.0657 common shares acquired through the Company's 401(K) benefit plan as of March 14, 2017, based on internal records. The number of shares in the reporting person's 401(K) plan account has decreased due to administrative fees withheld by the plan administrator.
5. These stock appreciation rights become exercisable in five equal annual installments beginning on the first anniversary of the grant date.
Remarks:
/s/Steven A. Marshall/Christopher J. Bast, by Power of Attorney 03/16/2017
** 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.