SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PEARSE DIANE M

(Last) (First) (Middle)
1000 CRANBERRY WOODS DRIVE

(Street)
CRANBERRY WOODS TOWNSHIP PA 16066

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MSA Safety Inc [ MSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2020
4. 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 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, no par value 05/11/2020 M 3,715 A $29.33 30,654 D
Common Stock, no par value 05/11/2020 S 891 D $120.61 29,763 D
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 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: 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
Non-statutory Stock Option $29.33 05/11/2020 M 3,715 05/14/2013 05/14/2020 Common Stock, no par value 3,715 $29.33 0.0000 D
Explanation of Responses:
Remarks:
pearsepoa.txt
Stephanie L. Sciullo, Attorney in fact 05/12/2020
** 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 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 Number.
	POWER OF ATTORNEY

To Sign and File Reports under Section 16(a)
of the Securities Exchange Act of 1934,
under Rule 144 or any other Filings Required,
including Form ID and Schedule 13D,
Under the Federal Securities Laws
With Respect to Securities of MSA Safety Incorporated

             KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Stephanie L. Sciullo, Kenneth D. Krause, and Pasquale
D. Gentile, Jr., Esquire, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, for the
undersigned and in the undersigned's name, place and stead, to sign any and all
reports of the undersigned under Section 16(a) of the Securities Exchange Act of
  1934, under Rule 144 or any other filings required, including Form ID and
Schedule 13D, under the Federal Securities Laws with respect to securities of
MSA, and to file the same with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
  to be done as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his, her or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigneds responsibilities to comply with the Federal Securities Laws.

             This Power of Attorney shall remain in effect unless it is revoked
in writing by the undersigned or, if earlier as it relates to filing Forms 3, 4,
  and 5 with respect to the undersigneds holdings of and transactions in
securities issued by MSA, until the undersigned is no longer required to file
such Forms 3, 4, and 5.

             IN WITNESS WHEREOF, the undersigned has executed and delivered this
  Power of Attorney the date set forth below.

Date: February 26, 2020

                                 SIGNATURE:  Diane M. Pearse

Exhibit 24