0000899243-17-014314.txt : 20170525
0000899243-17-014314.hdr.sgml : 20170525
20170525150040
ACCESSION NUMBER: 0000899243-17-014314
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170523
FILED AS OF DATE: 20170525
DATE AS OF CHANGE: 20170525
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN VANGUARD CORP
CENTRAL INDEX KEY: 0000005981
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870]
IRS NUMBER: 952588080
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4695 MACARTHUR COURT
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 949-260-1200
MAIL ADDRESS:
STREET 1: 4695 MACARTHUR COURT
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
FORMER COMPANY:
FORMER CONFORMED NAME: AEROCON INC
DATE OF NAME CHANGE: 19720620
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hendrix Scott
CENTRAL INDEX KEY: 0001662804
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13795
FILM NUMBER: 17869626
MAIL ADDRESS:
STREET 1: 4695 MACARTHUR COURT
STREET 2: SUITE 1200
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-05-23
0
0000005981
AMERICAN VANGUARD CORP
AVD
0001662804
Hendrix Scott
4695 MACARTHUR COURT, SUITE 1200
NEWPORT BEACH
CA
92660
0
1
0
0
See Remarks
Common Stock
2017-05-23
4
F
0
1285
0.00
D
15406
D
The reporting person delivered these time-based restricted shares to issuer in payment of the tax liability associated with the vesting of 3,185 shares of restricted stock (both time-based and performance shares) in accordance with Rule 16b-3. On May 23, 2014, reporting person was awarded 1,225 time-based restricted shares and 1,225 performance shares. The first tranche vested in its entirety on the transaction date above. The second tranche was subject to certain financial metrics to be measured over the performance period of January 1, 2015 through December 31, 2017, namely: i) issuer's earnings before income tax ("EBIT") as compared to the median growth (computed in terms of compound annual growth) of a peer group (consisting of Syngenta, Bayer, BASF, Dow, Monsanto, DuPont, Makteshim, Nufarm, FMC, Cheminova, United Phosphorus and
(Continued from Footnote 1) Isagro (the "Ag Peers")); ii) issuer's net sales as compared to the median growth of the Ag Peers; and iii) the relative growth of the fair market value of issuer's common stock as compared to that of (x) the Russell 2000 Index and (y) the median fair market value of the common stock of the comparator companies identified in issuer's 2014 Proxy Statement (the "TSR" measure). In determining the number of performance shares earned, the EBIT measure was to be weighted 50 percent, the net sales measure was to be weighted 30 percent and the TSR was to be weighted 20 percent. The size of the payout was further subject to increase or decrease based upon the percent goal achieved and could vary from zero to 200 percent of the target award.
(Continued from Footnote 2) In this case, during the performance period, issuer's EBIT and net sales were in excess of 125 percent of the median growth of the Ag Peers and, accordingly, reporting person earned 200 percent of the payout for those categories (weighted at 80 percent of the total performance target), while the TSR goals were below the 30th percentile of both the Russell 2000 Index and that of the proxy peers (thus, reporting person earned zero percent of the target with respect to this category). Thus, reporting person earned the product of 1,225 (target shares) x 80% (for the EBIT and net sales categories) x 200% or 1,960 shares from the performance share award. This figure, plus the vesting of 1,225 time-based shares totals 3,185 shares of common stock.
VP/US Crop AMVAC Chemical Corp.
/s/ SCOTT HENDRIX
2017-05-25