SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Fenice Samuel C.

(Last) (First) (Middle)
350 POPLAR CHURCH ROAD

(Street)
CAMP HILL PA 17011

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2018
3. Issuer Name and Ticker or Trading Symbol
HARSCO CORP [ HSC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Corporate Controller
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,182 D
Common Stock 556 I by Managed Account
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (1) Common Stock, $1.25 par value 6,699 0.0(2) D
Stock Appreciation Rights (3) 05/10/2023 Common Stock, $1.25 par value 4,215 22.7 D
Stock Appreciation Rights 05/09/2017 05/09/2024 Common Stock, $1.25 par value 1,599 25.93 D
Performance Share Units (4) (4) Common Stock, $1.25 par value 6,645 0.0(4) D
Explanation of Responses:
1. 1,231 restricted stock units vest on May 8, 2018. 2,355 restricted stock units vest on May 6, 2019. 1,038 restricted stock units vest on March 3, 2019 and March 3, 2020, respectively; and 1,037 restricted stock units vest on March 3, 2021.
2. Restricted stock units granted under the 2013 Equity and Incentive Compensation Plan represent a contingent right to receive Harsco common stock on a one-for-one basis when the restricted stock units vest.
3. The stock appreciation rights vest in annual 20% increments on each of May 10, 2014, May 10, 2015, May 10, 2016, May 10, 2017 and May 10, 2018. Under such vesting schedule 843 remain unvested.
4. Each performance share unit represents a contingent right to receive the equivalent of one share of Harsco common stock. The performance share units vest based on the total shareholder return of Harsco common stock relative to the S&P 600 Industrial Index. 3,532 performance share units vest on 12/31/2018 and 3,113 performance share units vest on 12/31/2019.
Remarks:
/s/ Samuel C. Fenice 02/20/2018
** Signature of Reporting Person Date
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 5 (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 Number.
POWER OF ATTORNEY


The undersigned, a director and (or) officer of
Harsco Corporation, a Delaware corporation
(the "Company") appoints the following individuals
with full power to each of them to act alone, as his
or her true and lawful attorneys-in-fact and agents
to execute and file on behalf of the undersigned all
Forms 3, 4 and 5 and any amendments thereto that
the undersigned may be required to file with the
Securities and Exchange Commission, and any stock
exchange or similar authority, as a result of the
undersigned's ownership of or transactions in
securities of the Company. The authority
of the following individuals under the Power of
Attorney shall continue until the undersigned is no
longer required to file Forms 3, 4 and 5 with regard
to the undersigned's ownership of or transactions
in securities of the Company, unless earlier revoked
in writing. The undersigned acknowledges that the
following individuals are not assuming any of the
undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

The following employees of the Company:

Senior Vice President and General Counsel, Chief
Compliance Officer & Corporate Secretary
Assistant General Counsel & Assistant Corporate Secretary
Corporate Governance Associate

This authorization shall supersede all prior
authorizations to act for the undersigned with
respect to securities of the Company in these
matters

IN WITNESS WHEREOF, I have hereunto set my hand
this 16th day of February 2018.

        Signature

        Samuel C. Fenice
        Print Name