Edgar Filing: MYERS INDUSTRIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ORR JOHN C

2. Issuer Name and Ticker or Trading Symbol
MYERS INDUSTRIES INC [MYE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former Officer and Director

(Last)

(First)

(Middle)

1293 SOUTH MAIN STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015

(Street)

AKRON, OH 44301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2015		M		15,433 ⁽¹⁾	A	$ 0	42,599	D
Common Stock	12/31/2015		F		7,810 ⁽²⁾	D	$ 0	34,789	D
Common Stock	12/31/2015		M		11,234 ⁽³⁾	A	$ 0	46,023	D
Common Stock	12/31/2015		F		5,685 ⁽²⁾	D	$ 0	40,338	D
Common Stock	12/31/2015		M		10,733 ⁽⁵⁾	A	$ 0	51,071	D
Common Stock	12/31/2015		F		5,570 ⁽²⁾	D	$ 0	45,501	D
Common Stock								59,837	I	By Spousal Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit

⁽⁷⁾

12/31/2015

15,433 ⁽¹⁾

⁽⁷⁾

Common Stock

15,433

$ 0

Restricted Stock Unit

⁽⁷⁾

12/31/2015

11,234 ⁽³⁾

⁽⁷⁾

Common Stock

22,467

$ 0

11,233 ⁽⁴⁾

Restricted Stock Unit

⁽⁷⁾

12/31/2015

10,733 ⁽⁵⁾

⁽⁷⁾

Common Stock

32,200

$ 0

21,467 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ORR JOHN C 1293 SOUTH MAIN STREET AKRON, OH 44301				Former Officer and Director

Signatures

/s/ Megan L. Mehalko pursuant to POA dated 10/25/06 and filed 4/25/08		01/05/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On March 1, 2013, the Company granted 46,300 Restricted Stock Units, with one-third of the Restricted Stock Units to vest on each of March 1, 2014, 2015, and 2016. Mr. Orr retired effective December 31, 2015, causing the accelation of the vesting and the payment for the Restricted Stock Units in the form of Common Stock of the remaining 15,433 Restricted Stock Units.
(2)	Represents a disposition of shares to the Company. Such disposition is exempt under Section 16(b) under Rule 16b-3(e).
(3)	On March 7, 2014, the Company granted 33,700 Restricted Stock Units, with one-third of the Restricted Stock Units to vest on each of March 7, 2015, 2016, and 2017. Mr. Orr retired effective December 31, 2015, causing the accelation of the vesting, and the payment for the Restricted Stock Units in the form of Common Stock, of 11,234 of the Restricted Stock Units. The remaining 11,233 Restricted Stock Units vested, however payment in the form of Common Stock for those shares will be delayed for six months pursuant to the operation of Internal Revenue Code Section 409A.
(4)	Of the 22,467 Restricted Stock Units from the March 7, 2014 grant that vested, payment in the form of Common Stock for 11,233 of those Restricted Stock Units will be delayed for six months pursuant to the operation of Internal Revenue Code Section 409A.
(5)	On March 5, 2015, the Company granted 32,200 Restricted Stock Units, with one-third of the Restricted Stock Units to vest on each of March 5, 2016, 2017, and 2018. Mr. Orr retired effective December 31, 2015, causing the accelation of the vesting, and the payment for the Restricted Stock Units in the form of Common Stock, of 10,733 of the Restricted Stock Units. The remaining 21,467 Restricted Stock Units vested, however payment in the form of Common Stock for those Restricted Stock Units will be delayed for six months pursuant to the operation of Internal Revenue Code Section 409A.
(6)	Of the 32,200 Restricted Stock Units from the March 5, 2015 grant that vested, payment in the form of Common Stock for 21,467 of those Restricted Stock Units will be delayed for six (6) months pursuant to the operation of Internal Revenue Code Section 409A.
(7)	A Restricted Stock Unit is the grant of the right to receive an amount equal to the fair market value of a share on the date that payment is made with respect to the Restricted Stock Unit. Subject to the instances of acceleration detailed above, the Restricted Stock Units vest in three equal installments on each of the first three anniversaries of the date of the grant.

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