ABM INDUSTRIES INC /DE/ — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ABM INDUSTRIES INC /DE/ (ABM)
CIK: 0000771497
Period of Report: 2016-05-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	Common Stock	A	221	$32.51	Acquired	63518	Direct

Footnotes

F1: Dividend equivalent rights (DERs) accrued on the restricted stock units granted under the 2006 Equity Incentive Plan and, if applicable, on performance shares granted under the 2006 Equity Plan, to the extent that such performance shares have been earned under the performance share program relating to such shares. DERs vest in the same manner as the awards to which they relate. Each DER is the economic equivalent of one share of ABM common stock.

F2: Includes 14,754 unvested RSUs, 24,502 vested RSUs, the receipt of which has been deferred and DERS relating to the RSUs, adjusted to reflect the cumulative effect of fractional shares, 3,589 performance shares earned but not vested with respect to performance shares granted on 1/14/2014, 978 performance shares earned but not vested with respect to performance shares granted on 1/15/2015,and DERs related thereto.