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

Sep 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ABM INDUSTRIES INC /DE/ (ABM)
CIK: 0000771497
Period of Report: 2014-09-16

Reporting Person: MCCLURE JAMES P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-16	Common Stock	S	39799	$27.5215	Disposed	92573	Direct
2014-09-16	Common Stock	M	8446	$18.31	Acquired	101019	Direct
2014-09-16	Common Stock	M	21378	$19.089	Acquired	122397	Direct
2014-09-16	Common Stock	M	10144	$21.49	Acquired	132541	Direct
2014-09-16	Common Stock	M	5640	$20.9	Acquired	138181	Direct
2014-09-16	Common Stock	S	45608	$27.6403	Disposed	92573	Direct
2014-09-17	Common Stock	M	13787	$21.49	Acquired	106360	Direct
2014-09-17	Common Stock	M	3306	$17.9	Acquired	109666	Direct
2014-09-17	Common Stock	M	6648	$25.30	Acquired	116314	Direct
2014-09-17	Common Stock	S	23741	$27.5487	Disposed	92573	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-16	Stock Options	$18.31	M	8446	Disposed	2019-10-11	Common Stock (8446)	Direct
2014-09-16	Stock Options	$19.089	M	21378	Disposed	2018-09-13	Common Stock (21378)	Direct
2014-09-16	Stock Options	$21.49	M	10144	Disposed	2017-09-08	Common Stock (10144)	Direct
2014-09-16	Stock Options	$20.90	M	5640	Disposed	2015-09-14	Common Stock (5640)	Direct
2014-09-17	Stock Options	$21.49	M	13787	Disposed	2017-09-08	Common Stock (13787)	Direct
2014-09-17	Stock Options	$17.90	M	3306	Disposed	2016-01-12	Common Stock (3306)	Direct
2014-09-17	Stock Options	$25.30	M	6648	Disposed	2020-09-06	Common Stock (6648)	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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.25 to $27.68, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.27 to $27.72, 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 of this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.32 to $27.70, 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 4 of this Form 4.

F5: Includes 68,948 unvested RSUs, 17,181 vested RSUs, the receipt of which has been deferred and DERs relating to the RSUs, adjusted to reflect the cumulative effect of fractional shares, 3,089 performance shares earned but not vested with respect to performance shares granted on 3/8/2012, 3,353 performance shares earned but not vested with respect to performance shares granted on 1/14/2013, and DERs related thereto.

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

F7: 25% exercisable on 10/11/2013 and 25% on the anniversary date of each of the following three years.

F8: 25% exercisable on 9/13/2012 and 25% on the anniversary date of each of the following three years.

F9: 25% exercisable on 9/8/2011 and 25% on the anniversary date of each of the following three years.

F10: Stock options granted under the 1987 Time-Vested Plan.

F11: 20% exercisable on 9/14/2006 and 20% on the anniversary date each of the following four years.

F12: 25% exercisable on 1/12/2010 and 25% on the anniversary date of each of the following three years.

F13: 25% exercisable on 9/6/2014 and 25% on the anniversary date of each of the following three years.