FORM 4
[X] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SPIZZO ALLEN A		 2. Issuer Name and Ticker or Trading Symbol

FERRO CORP [ FOE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

6060 PARKLAND BOULEVARD		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/21/2022
(Street)

MAYFIELD HEIGHTS, OH 44124
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/21/2022  D(1)  5000 D$22.00 (1)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units  (2)4/21/2022  D (1)(2)    38300   (3) (3)Common Stock 38300 $22.00 (2)0 D  
Explanation of Responses:
(1) On April 21, 2022, PMHC II Inc. ("Prince"), an affiliate of Prince International Corporation acquired Ferro Corporation (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of May 11, 2021 (the "Merger Agreement"), by and among the Issuer, Prince and PMHC Fortune Merger Sub, Inc., a wholly owned subsidiary of Prince ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a direct or indirect, wholly owned subsidiary of Prince. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, par value $1.00 per share, (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $22.00 per share in cash (the "Merger Consideration"), without interest and less any applicable withholding tax.
(2) Each deferred stock unit ("DSU") represents a contingent right to receive one share of the Issuer's Common Stock. Pursuant to the Merger Agreement, each outstanding DSU was cancelled and entitled the holder to receive an amount of cash, without interest, equal to the number of shares of Common Stock subject to such DSU immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
(3) The DSUs vest immediately upon grant; however, the DSUs were originally scheduled to be converted into shares of Common Stock only upon the holder ceasing to serve as a director of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SPIZZO ALLEN A
6060 PARKLAND BOULEVARD
MAYFIELD HEIGHTS, OH 44124		X
Signatures
/s/ Richard Shuttie, Treasurer, by Power of Attorney4/21/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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