ABM INDUSTRIES INC /DE/ — Director's Dealing 2014

Mar 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ABM INDUSTRIES INC /DE/ (ABM)
CIK: 0000771497
Period of Report: 2014-03-07

Reporting Person: McConnell Sarah H (SVP/GEN. COUNSEL/CORP. SECTY.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-07	Common Stock	M	5733	$19.48	Acquired	45037	Direct
2014-03-07	Common Stock	M	3742	$17.90	Acquired	48779	Direct
2014-03-07	Common Stock	S	7636	$28.2802	Disposed	41143	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-07	Stock Options	$19.48	M	5733	Acquired	2015-01-07	Common Stock (5733)	Direct
2014-03-07	Stock Options	$17.90	M	3742	Acquired	2016-01-10	Common Stock (3742)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices from $28.11 to $28.37, 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 range set forth in footnote 1 to this Form 4.

F2: Includes 17,564 unvested RSUs, 9,167 vested RSUs, the receipt of which has been deferred and DERS relating to the RSUs, adjusted to reflect the cumulative effect of fractional shares, 1,162 performance shares earned but not vested with respect to performance shares granted on 3/8/2012, 1,261 performance shares earned but not vested with respect to performance shares granted on 1/14/2013, and DERs related thereto.

F3: Stock options granted under the 2006 Equity Incentive Plan.

F4: 25% exercisable on 1/7/2009, and 25% exercisable on the anniversary date of each of the following 3 years.

F5: 25% exercisable on 1/12/2010, and 25% exercisable on the anniversary date of each of the following 3 years.