TEREX CORP — Director's Dealing 2017

Mar 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEREX CORP (TEX)
CIK: 0000097216
Period of Report: 2017-03-02

Reporting Person: Ellis George (Senior VP Operations/Planning)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-02	Common Stock, $.01 par value	A	12575	—	Acquired	120201	Direct
2017-03-02	Common Stock, $.01 par value	A	6287	—	Acquired	126488	Direct
2017-03-02	Common Stock, $.01 par value	A	6287	—	Acquired	132775	Direct
2017-03-03	Common Stock, $.01 par value	F	3408	$31.81	Disposed	129367	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.01 par value	23642	Indirect
Common Stock, $.01 par value	3191	Indirect
Common Stock, $.01 par value	2389	Indirect

Footnotes

F1: Shares granted pursuant to one of the Company's long-term incentive plans with the award vesting as follows: 1/3 on March 2, 2018; 1/3 on March 2, 2019 and 1/3 on March 2, 2020.

F2: Shares granted pursuant to one of the Company's long-term incentive plans with the award scheduled to vest in the first quarter of 2020 if the Company achieves a targeted percentile rank against a peer group of companies for three year annualized total shareholder return ("TSR") for the period January 1, 2017 - December 31, 2019. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.

F3: Shares granted pursuant to one of the Company's long-term incentive plans with the award scheduled to vest in the first quarter of 2020 if the Company achieves a targeted return on invested capital ("ROIC") in each of 2017, 2018 and 2019. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted ROIC.

F4: Shares are being withheld for payment of the tax liability associated with the scheduled vesting of previously granted restricted stock awards.