SENSIENT TECHNOLOGIES CORP — Director's Dealing 2016

Dec 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SENSIENT TECHNOLOGIES CORP (SXT)
CIK: 0000310142
Period of Report: 2016-12-01

Reporting Person: Manning John J (VP, General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-05	Common Stock	M	1485	—	Acquired	5085	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-01	Performance Stock Unit	$	A	4500	Acquired		Common Stock (4500)	Direct
2016-12-05	Performance Stock Unit	$	M	1485	Disposed		Common Stock (1485)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	128.54	Indirect
Common Stock	60.685	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Stock Unit	$		Common Stock (4600)	4600	Direct
Performance Stock Unit	$		Common Stock (5100)	5100	Direct

Footnotes

F1: Represents vesting of performance stock units at 45% of the target award amount and conversion to shares of Issuer's Common Stock.

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 Supplemental Benefit Plan as of the end of the month immediately preceding this filing.

F5: Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock.

F6: 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.

F7: Performance stock units vested at 45% of the target award amount upon the Issuer's achievement of certain performance criteria based on EBIT growth and return on invested capital during a two year performance period.

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.