SEC FORM 4

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^*

Parker Herbert K

(Last)

(First)

(Middle)

C/O HARMAN INTERNATIONAL INDUSTRIES, INC

400 ATLANTIC STREET, SUITE 1500

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARMAN INTERNATIONAL INDUSTRIES INC /DE/ [ HAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Operational Excellence

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2017⁽¹⁾		M		3,832⁽¹⁾	A	$0	16,309	D
Common Stock	03/10/2017⁽¹⁾		M		1,917⁽¹⁾	A	$0	18,226	D
Common Stock	03/10/2017⁽¹⁾		M		3,306⁽¹⁾	A	$0	21,532	D
Common Stock	03/10/2017⁽¹⁾		A		10,732⁽²⁾⁽³⁾	A	$0	32,264	D
Common Stock	03/10/2017⁽¹⁾		A		6,885⁽²⁾⁽³⁾	A	$0	39,149	D
Common Stock	03/10/2017⁽¹⁾		A		6,596⁽²⁾⁽³⁾	A	$0	45,745	D
Common Stock	03/10/2017⁽¹⁾		F		16,288⁽⁴⁾	D	$112	29,457	D
Common Stock	03/10/2017⁽¹⁾		D		16,979⁽¹⁾	D	$112	12,478	D
Common Stock	03/10/2017⁽¹⁾		D		12,478⁽¹⁾	D	$112	0	D
Common Stock	03/10/2017⁽¹⁾		D		660.553⁽¹⁾	D	$112	0	I	By 401(k) Plan
Common Stock	03/10/2017⁽¹⁾		D		671.32⁽¹⁾	D	$112	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Unit	⁽³⁾	03/10/2017		M			3,832	⁽³⁾	⁽³⁾	Common Stock	3,832	$0	0	D
Restricted Share Unit	⁽³⁾	03/10/2017		M			1,917	⁽³⁾	⁽³⁾	Common Stock	1,917	$0	0	D
Restricted Share Unit	⁽³⁾	03/10/2017		M			3,306	⁽³⁾	⁽³⁾	Common Stock	3,306	$0	0	D

Explanation of Responses:

1. On November 14, 2016, Harman International Industries, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. ("Samsung USA"), Silk Delaware, Inc., a wholly owned subsidiary of Samsung USA ("Merger Sub"). Upon completion of the merger of the Issuer and Merger Sub (the "Closing"), the Reporting Person's shares of the Issuer's common stocks and restricted stock units ("RSUs") were converted into the right to receive $112 in cash, without interest, (the "Merger Consideration").

2. With respect to outstanding performance restricted stock units ("PRSUs"), 60% of the target award amount and a pro rata portion of the remaining 40%, calculated based on number of days lapsed between date of grant and March 10, 2017, were vested and converted to cash, and the remaining PRSUs were forfeited.

3. Upon the Closing, all unvested RSUs held by the Reporting Person were cancelled and converted into the right to receive an amount of cash equal to the number of shares at the Merger Consideration of $112 per share.

4. Represents the aggregate number of shares of common stock of the issuer withheld to cover taxes due upon vesting of the restricted share units reported in Column 4.

	Marisa Iasenza, as attorney-in-fact, for Herbert Parker	03/14/2017
	** 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).
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