AMERICAN VANGUARD CORP — Director's Dealing 2018

Apr 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN VANGUARD CORP (AVD)
CIK: 0000005981
Period of Report: 2018-03-30

Reporting Person: Johnson David` T. (CFO & Treasurer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-30	Stock Options (right to buy)	$11.49	J	7142	Acquired	2024-12-30	Common Stock (7142)	Direct

Footnotes

F1: These performance stock options arose from a target award of 7,517 such options that were awarded to reporting person on December 30, 2014 and, by their terms, were to vest and become exercisable, provided i) reporting person was continuously employed by the issuer through December 30, 2017, and ii) the Company met certain financial metrics over the period from January 1, 2015 through December 31, 2017. Those financial metrics included the relative growth of its earnings before income tax ("EBIT") compared to the median growth of EBIT of a certain group of industry peers (weighted at 50%), the relative growth of its net sales as compared to the median growth of net sales of that same group (weighted at 30%) and the relative growth of the fair market value of the Company's common stock as compared to the Russell 2000 Index (weighted at 20%). The percentage of target options subject to vesting could range from 0% (for underperformance) to 200% (for outperformance).

F2: (continued from footnote 1) Issuer has completed its measurement of the Company's financial performance over the measurement period and determined that reporting person is entitled to receive 195% of the target award. In this case, the reporting person would receive the product of 7,517 x 1.95 = 14,658 options, of which 7,142 are in addition to the target amount that had been reported in the Form 4 of the reporting person on or about the date of the award.