MATTHEWS INTERNATIONAL CORP — Director's Dealing 2011

Nov 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTHEWS INTERNATIONAL CORP (MATW)
CIK: 0000063296
Period of Report: 2011-11-09

Reporting Person: DUNN BRIAN J (Group President, Brand Solutio)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-09	Class A Common Stock	A	9000	—	Acquired	61423	Direct

Footnotes

F1: Award of restricted stock under the Company's 2007 Equity Incentive Plan, subject to the agreement entered into under the Plan. In general, 50% of the shares vest on November 9, 2014, subject to continuing employment at that time. The remaining 50% of the shares vest in increments of one-third upon the stock price of the Company reaching 105%, 115% and 125% of the price of the Company's common stock on the date of the award for ten consecutive trading days, respectively, and in any event no earlier than one year from the date of the grant, subject to continuing employment at that time. Shares that do not achieve the stock price thresholds on or before November 9, 2016 will be forfeited.