AMERICAN VANGUARD CORP — Director's Dealing 2021

Jun 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN VANGUARD CORP (AVD)
CIK: 0000005981
Period of Report: 2021-03-09

Reporting Person: Venter Johann (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-09	Common Stock	J	1786	$0.00	Acquired	52407	Direct
2021-03-09	Common Stock	F	1465	$20.78	Disposed	50942	Direct

Footnotes

F1: These constitute the number of shares in excess of the target amount (originally 2,607) of performance-based restricted stock that was awarded on March 9, 2018, vested over the three-year period commencing on that date and related to performance period from January 1, 2018 through December 31, 2020. Under the terms of that certain Performance-Based Restricted Stock Award Units Agreement dated as of March 9, 2018, the target amount was subject to adjustment weighted as follows: i) fifty-percent based upon the company's earnings before income tax performance, ii) thirty-percent based upon the company's net sales performance, in both cases as compared to median performance of an industry comparator group during the performance period, and iii) twenty-percent based upon total shareholder return (split evenly between the Russell 2000 and an industry comparator group).

F2: (Continued from footnote 1) Specifically, the EBIT and net sales performance were both at 200% of the comparator median (yielding two times the target), while TSR performance was below that of the comparator indexes. All told, 168% of the targeted award vested. Complete financial information from comparator companies required for making these calculations was not publicly available until late May 2021.

F3: These shares were forfeited at the election of reporting person to cover payroll taxes arising from the vesting of additional performance-based shares as per note 1 above.