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

Jan 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ABM INDUSTRIES INC /DE/ (ABM)
CIK: 0000771497
Period of Report: 2014-01-13

Reporting Person: FARWELL DAVID L (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-13	Common Stock	M	2500	$18.30	Acquired	37962	Direct
2014-01-13	Common Stock	S	2500	$27.9229	Disposed	35462	Direct
2014-01-14	Common Stock	M	742	$17.90	Acquired	36204	Direct
2014-01-14	Common Stock	S	1486	$27.8441	Disposed	34718	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-13	Stock Options	$18.30	M	2500	Acquired	2015-06-14	Common Stock (2500)	Direct
2014-01-14	Stock Options	$17.90	M	742	Acquired	2016-01-12	Common Stock (742)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.75 to $28.22, 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 1 of this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.71 to $27.95, 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 of this Form 4.

F3: Includes 7,984 RSUs and DERs relating to the RSUs, adjusted to reflect the cumulative effect of fractional shares, 741 performance shares earned but not vested with respect to performance shares granted on 3/8/2012, 804 performance shares earned but not vested with respect to performance shares granted on 1/14/2013, and DERs related thereto.

F4: Stock options granted under the 2002 Price-Vested Plan.

F5: 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.

F6: Stock options granted under the 2006 Equity Incentive Plan.

F7: 25% on 1/12/2010 and 25% on the anniversary of each of the following three years.