AMERICAN VANGUARD CORP — Director's Dealing 2017

Apr 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN VANGUARD CORP (AVD)
CIK: 0000005981
Period of Report: 2017-04-04

Reporting Person: Eilers Peter (Vice President/BD & Mktg-AMVAC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-04	Common Stock	A	3900	$0.00	Disposed	13630	Direct
2017-04-04	Common Stock	A	3900	$0.00	Disposed	17530	Direct

Footnotes

F1: Note 1: These shares were awarded in connection with the promotion of the reporting person to his current position and comprise time-based restricted stock that vests in its entirety on January 1, 2020, provided reporting person remains continuously employed by issuer through that date.

F2: Note 2: These shares were awarded in connection with the promotion of the reporting person to his current position and comprise performance shares, the vesting of which occurs on two conditions: first, that reporting person remain continuously employed through January 1, 2020, and second, that the issuer achieve certain financial performance as measured over the three year performance period from January 1, 2017 through December 31, 2019. The payout of these performance shares may range from zero to 200 percent of the target number of shares, depending upon whether and to what extent issuer underachieves, meets or exceeds targeted performance, which is assessed as follows: the issuer compares its earnings before income tax (EBIT) with the median EBIT of an agchem peer group and applies a 50% factor; the issuer then compares its net sales for the performance period with the median net sales of the same group and applies a 30% factor;

F3: (continued from footnote 2) and finally, the issuer compares its total shareholder return (TSR) over the same period with that of two groups - the Russell 2000 (10% factor) and the median TSR of peers identified in issuer's proxy (10% factor).