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 *
RUTHERFORD JEFFREY L
  2. Issuer Name and Ticker or Trading Symbol
FERRO CORP [FOE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
V.P and CFO
(Last)
(First)
(Middle)
6060 PARKLAND BLVD
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2015
(Street)

MAYFIELD HEIGHTS, OH 44124
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)
Code V Amount (A) or (D) Price
Common Stock               48,300 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 12.33 02/18/2015   A   28,600   02/18/2016 02/18/2025 Common Stock 28,600 $ 0 28,600 D  
Restricted Share Unit $ 0 02/18/2015   A   13,300   02/18/2018(1) 02/18/2018 Common Stock 13,300 $ 0 13,300 D  
Performance Share Unit $ 0 02/18/2015   A   33,100     (2) 12/31/2017 Common Stock 33,100 $ 0 33,100 D  
Performance Share Unit $ 0               (2) 12/31/2014 Common Stock 58,200   58,200 D  
Performance Share Unit $ 0               (2) 12/31/2016 Common Stock 30,700   30,700 D  
Performance Share Unit $ 0               (2) 12/31/2015 Common Stock 77,300   77,300 D  
Phantom Shares (3)               (3)   (3) Common Stock 9,001.2948   9,001.2948 D  
Restricted Share Unit $ 0             02/20/2017(1) 02/20/2017 Common Stock 12,300   12,300 D  
Restricted Share Unit $ 0             04/02/2015(1) 04/02/2015 Common Stock 23,300   23,300 D  
Restricted Share Unit $ 0             02/23/2016(1) 02/23/2016 Common Stock 30,900   30,900 D  
Stock Options (Right to Buy) $ 5.95             04/02/2013 04/02/2022 Common Stock 49,900   49,900 D  
Stock Options (Right to Buy) $ 5.29             02/21/2014 02/21/2023 Common Stock 65,000   65,000 D  
Stock Options (Right to Buy) $ 13.09             02/20/2015 02/20/2024 Common Stock 25,400   25,400 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RUTHERFORD JEFFREY L
6060 PARKLAND BLVD
MAYFIELD HEIGHTS, OH 44124
      V.P and CFO  

Signatures

 /s/ John T. Bingle, Treasurer, by Power of Attorney   02/20/2015
**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) The date reflected above as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, settlement of the Restricted Share Units and delivery of common shares is subject to an additional two-year holding period.
(2) Performance Share Units granted as a performance award, vesting based upon degree of acheivement of performance goal. At the end of the performance period, 50% of award is paid in common shares free of restrictions, and 50% is paid in cash. If the final amount is less than 100% of the share units, the balance is forfeited to the company.
(3) Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.

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