|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
|
| ||||||||||||||||||||||||||||||||||||||
|
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 1474 (9-02) |
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 Option | $ 18.81 | 12/23/2015 | D | 500,000 | (3) | 08/11/2016 | Common Stock | 500,000 | (4) | 0 | D | ||||
Restricted Stock Unit | (5) | 12/23/2015 | D | 22,543 | (6) | (6) | Common Stock | 22,543 | (4) | 0 | D | ||||
Restricted Stock Unit | (5) | 12/23/2015 | D | 20,049 | (6) | (6) | Common Stock | 20,049 | (4) | 0 | D | ||||
Restricted Stock Unit | (5) | 12/23/2015 | D | 78,239 | (6) | (6) | Common Stock | 78,239 | (4) | 0 | D | ||||
Restricted Stock Unit | (5) | 12/23/2015 | D | 16,155 | (6) | (6) | Common Stock | 16,155 | (4) | 0 | D | ||||
Restricted Stock Unit | (5) | 12/23/2015 | D | 127,856 | (6) | (6) | Common Stock | 127,856 | (4) | 0 | D | ||||
Restricted Stock Unit | (5) | 12/23/2015 | D | 97,339 | (6) | (6) | Common Stock | 97,339 | (4) | 0 | D | ||||
Stock Appreciation Right | $ 12.54 (7) | 12/23/2015 | D | 424,006 | (6) | 08/20/2018 | Common Stock | 424,006 | (4) | 0 | D | ||||
Stock Appreciation Right | $ 21.36 (7) | 12/23/2015 | D | 185,866 | (6) | 03/20/2019 | Common Stock | 185,866 | (4) | 0 | D | ||||
Stock Appreciation Rights | $ 9.18 (7) | 12/23/2015 | D | 340,000 | (6) | 12/11/2020 | Common Stock | 340,000 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kestenbaum Alan C/O GLOBE SPECIALTY METALS, INC. 600 BRICKELL AVENUE, SUITE 3100 MIAMI, FL 33131 |
X | X | Executive Chairman |
/s/Stephen Lebowitz | 12/24/2015 | |
**Signature of Reporting Person | Date |
* | 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) | Disposed of pursuant to a business combination agreement by, among others, issuer, Grupo Villar Mir, S.A., and Grupo FerroAtlantica, S.A., in which each share of common stock of issuer was exchanged for one (1) share of FerroGlobe PLC common stock on the effective date of the business combination. |
(2) | These shares are restricted common stock awarded to Mr. Kestenbaum on January 27, 2011 and vest on November 13, 2020 if Mr. Kestenbaum is then employed by the issuer or earlier upon the occurrence of certain conditions set forth in Mr. Kestenbaum's employment agreement dated January 27, 2011. The terms of Mr. Kestenbaum's employment agreement are described in the issuer's Form 8-K filed on February 1, 2011. |
(3) | The awards vest and become exercisable quarterly, in sixteenths, over the course of four years from the original grant date (subject to acceleration in certain circumstances). |
(4) | These awards were cancelled in the merger in exchange for awards on the same terms for shares of FerroGlobe PLC common stock. |
(5) | Each restricted stock unit represents the right to receive cash in an amount equal to the fair market value of one share of common stock, on the date of vesting of the subject restricted stock unit. |
(6) | The awards vest and become exercisable in thirds on the first, second and third anniversary of the original grant date (subject to acceleration in certain circumstances). |
(7) | Each stock appreciation right represents the right to receive cash in an amount equal to the difference obtained by subtracting the exercise price from the fair market value of one share of the company's common stock, as of the date of exercise of the subject stock appreciation right. |