ABM INDUSTRIES INC /DE/ — Director's Dealing 2013

Jun 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ABM INDUSTRIES INC /DE/ (ABM)
CIK: 0000771497
Period of Report: 2013-06-04

Reporting Person: MCCLURE JAMES P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-04	Common Stock	M	120000	$18.30	Acquired	226068	Direct
2013-06-04	Common Stock	M	23646	$18.71	Acquired	249714	Direct
2013-06-04	Common Stock	M	15571	$19.48	Acquired	265285	Direct
2013-06-04	Common Stock	S	159217	$25.4567	Disposed	106068	Direct
2013-06-05	Common Stock	M	7900	$19.48	Acquired	113968	Direct
2013-06-05	Common Stock	S	7900	$25.3595	Disposed	106068	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-04	Stock Options	$18.30	M	120000	Acquired	2015-06-14	Common Shares (120000)	Direct
2013-06-04	Stock Options	$18.71	M	23646	Acquired	2013-10-02	Common Stock (23646)	Direct
2013-06-04	Stock Options	$19.48	M	15571	Acquired	2015-01-07	Common Stock (15571)	Direct
2013-06-05	Stock Options	$19.48	M	7900	Acquired	2015-01-07	Common Stock (7900)	Direct

Footnotes

F1: All sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on December 16, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.30 to $26.115, inclusive. The reporting person undertakes to provide to ABM Industries Incorporated, any security holder of ABM Industries Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.30 to $25.49, inclusive. The reporting person undertakes to provide to ABM Industries Incorporated, any security holder of ABM Industries Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 to this Form 4.

F4: Includes 60,913 unvested RSUs, 8,508 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 3,511 performance shares earned but not vested with respect to performance shares granted on 1/11/2011 and DERs related thereto.

F5: Stock options granted under the 2002 Price-Vested Plan.

F6: Exercisable over the first four years in percentages tied to the price of ABM common stock and after eight years from the date of grant, if not previously vested.

F7: Stock options granted under the 2006 Equity Incentive Plan.

F8: 25% exercisable on 10/2/2007 and 25% on the anniversary date of each of the following three years.

F9: 25% exercisable on 1/7/2009 and 25% on the anniversary date of each of the following three years.