MATTHEWS INTERNATIONAL CORP — Director's Dealing 2013

Nov 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTHEWS INTERNATIONAL CORP (MATW)
CIK: 0000063296
Period of Report: 2013-11-13

Reporting Person: NICOLA STEVEN F (CFO, Secretary and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-13	Class A Common Stock	A	20100	—	Acquired	138740	Direct
2013-11-14	Class A Common Stock	F	3100	$40.76	Disposed	138740	Direct

Footnotes

F1: Award of restricted stock under the Company's 2012 Equity Incentive Plan, subject to the agreement entered into under the Plan. In general, 50% of the shares vest on November 13, 2016, subject to continuing employment at that time; 25% 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 25% of the shares vest in increments of one-third upon the adjusted earnings per share of the Company reaching $2.69, $2.91 and $3.14; 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 13, 2018 will be forfeited. Shares that do not achieve the adjusted earnings per share thresholds on or before November 13, 2016 will be forfeited.

F2: Sale of shares to the registrant to cover tax withholdings on the vesting of restricted shares.