SENSIENT TECHNOLOGIES CORP — Director's Dealing 2016

Dec 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SENSIENT TECHNOLOGIES CORP (SXT)
CIK: 0000310142
Period of Report: 2016-12-05

Reporting Person: ROLFS STEPHEN J (Senior VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-05	Common Stock	F	6235	$77.74	Disposed	108076	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4187.201	Indirect
Common Stock	1757.1	Indirect
Common Stock	1181.255	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Stock Unit	$		Common Stock (11600)	11600	Direct
Performance Stock Unit	$		Common Stock (13900)	13900	Direct
Performance Stock Unit	$		Common Stock (15200)	15200	Direct

Footnotes

F1: Shares were withheld to cover tax withholding in connection with the vesting of prior restricted stock and performance stock unit grants.

F2: Includes shares of restricted stock held under Issuer's 2007 Stock Plan.

F3: Represents shares held in Issuer's ESOP as of the end of the month immediately preceding this filing.

F4: Represents shares held in Issuer's Savings Plan as of the end of the month immediately preceding this filing.

F5: Represents shares held in Issuer's Supplemental Benefit Plan as of the end of the month immediately preceding this filing.

F6: Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock.

F7: Represents grant of performance stock units under Issuer's 2007 Stock Plan. The award is eligible to vest following a three year performance period (from January 1, 2017 through December 31, 2019) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBIT growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 150% of the target award amount.

F8: Represents grant of performance stock units under Issuer's 2007 Stock Plan. The award is eligible to vest following a three year performance period (from January 1, 2016 through December 31, 2018) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBIT growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 150% of the target award amount.

F9: Represents grant of performance stock units under Issuer's 2007 Stock Plan. The award is eligible to vest following a three year performance period (from January 1, 2015 through December 31, 2017) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBIT growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 150% of the target award amount.