ESCALADE INC — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ESCALADE INC (ESCA)
CIK: 0000033488
Period of Report: 2016-02-26

Reporting Person: Fetherman David L. (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-27	Common Stock	M	3000	—	Acquired	103054	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-27	Restricted Stock Units	$	M	3000	Disposed		Common Stock (3000)	Direct
2016-02-26	Restricted Stock Units	$	A	6800	Acquired		Common Stock (6800)	Direct
2016-02-26	Stock Options	$14.39	A	20000	Acquired	2022-02-26	Common Stock (20000)	Direct

Footnotes

F1: Restricted Stock Units (RSUs) converted into common stock on a one-for-one basis.

F2: On February 27, 2014, the reporting person was granted 9,000 RSUs which vested one third on February 27, 2018, and were settled in shares of common stock as reported in Table I of this Form 4. The remaining 6,000 RSUs will vest one half on February 27, 2017 and one half on February 27, 2018 provided the reporting person remains employed by the company as of such date. The vesting of these RSUs also were subject to the company's common stock achieving certain market performance tests established by the Compensation Committee of the company's Board of Directors, which tests were satisfied.

F3: Each RSU represents a right to receive one share of ESCA common stock granted pursuant to the Escalade, Incorporated 2007 Incentive Plan.

F4: On February 26, 2016, the reporting person was granted 6,800 RSUs which will vest one third on each of February 26, 2018, February 26, 2019, and February 26, 2020 provided that the reporting person is still employed by the company as of such dated and the company's common stock has achieved certain market performance tests. The market performance tests have been established by the Compensation Committee of the company's Board of Directors. Vested shares will be delivered to the reporting person at such time unless the reporting person has deferred receipt.

F5: Each stock option represents a right to purchase at the exercise price one share of ESCA common stock granted under the Escalade, Incorporated 2007 Incentive Plan.

F6: On February 26, 2016, the reporting person was granted 20,000 stock options, which will vest one third on each of February 26, 2019, February 26, 2020, and February 26, 2021, provided that the reporting person is still employed by the company as of such date. The exercise price was set by the Compensation Committee of the company's Board of Directors at a price 15% higher than the closing price of a share of ESCA common stock on the grant date.