Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015
(Street)


MAYFIELD HEIGHTS, OH 44124		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 03/27/2015   G 58,200 A $ 0 (1) 58,200 I By Alison Rutherford
Common Stock 03/27/2015   G 58,200 D $ 0 (1) 48,300 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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
 
Performance Share Unit $ 0             (2) 12/31/2017 Common Stock
33,100
  33,100
D
 
Phantom Shares               (3)   (3) Common Stock
14,742.2134
  14,742.2134
D
 
Restricted Share Unit $ 0           02/20/2017 02/20/2017 Common Stock
12,300
  12,300
D
 
Restricted Share Unit $ 0           04/02/2015 04/02/2015 Common Stock
23,300
  23,300
D
 
Restricted Share Unit $ 0           02/23/2016 02/23/2016 Common Stock
30,900
  30,900
D
 
Restricted Share Unit $ 0           02/18/2018 02/18/2018 Common Stock
13,300
  13,300
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
 
Stock Options (Right to Buy) $ 12.33           02/18/2016 02/18/2025 Common Stock
28,600
  28,600
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 02/09/2016
**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) Shares gifted by Jeff Rutherford to his wife Alison Rutherford
(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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