J M SMUCKER Co — Director's Dealing 2017

Jun 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: J M SMUCKER Co (SJM)
CIK: 0000091419
Period of Report: 2017-06-15

Reporting Person: SMUCKER RICHARD K (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-15	Common Shares	A	11150	—	Acquired	647515	Direct
2017-06-15	Common Shares	F	5347	—	Disposed	642168	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-15	Option Common Shares	$111.68	A	41667	Acquired	2025-03-19	Common Shares (41667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	9547.716	Indirect
Common Shares	13463.4406	Indirect
Common Shares	477796	Indirect
Common Shares	100000	Indirect
Common Shares	85110.795	Indirect
Common Shares	477798	Indirect
Common Shares	477798	Indirect

Footnotes

F1: Restricted stock and restricted stock units granted pursuant to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan generally become unrestricted upon the fourth anniversary of the grant date. The Plan also provides that restricted stock and restricted stock units will vest immediately when a participant reaches the age of 60 and the participant has at least 10 years of service with the Company, although 50% of any such restricted stock awards continue to be subject to a 4-year retention period even in the event of retirement.

F2: Smucker common shares withheld by the Company to satisfy tax liability upon the vesting of restricted stock or restricted stock units, pursuant to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan.

F3: I disclaim beneficial ownership of these shares.

F4: On March 19, 2015, the reporting person was granted a performance-based non-statutory stock option to purchase 125,000 shares of common stock. The option vests in 3 equal annual installments based on the Company's achievement of certain "synergy realization" and EBITDA performance criteria for each of the fiscal years ending April 30, 2016, 2017, and 2018. The "synergy realization" performance criteria for the year ending April 30, 2017 was met, resulting in vesting of the option as to 41,667 shares.