Dennis M Oates Form 4 UNIVERSAL STAINLESS & ALLOY PRODUCTS / DENNIS M OATES ownership change

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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X

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^*

OATES DENNIS M

(Last) (First) (Middle)

600 MAYER STREET

(Street)

BRIDGEVILLE PA 15017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL STAINLESS & ALLOY PRODUCTS INC [ USAP ]

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)
01/23/2025

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	01/23/2025		D(1)(2)		230,734	D	$45(1)	0	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
Stock Option (Right to Buy)	$11.18	01/23/2025		D(3)			20,000	(3)	11/11/2025	Common Stock	20,000	$33.82(3)	0	D
Stock Option (Right to Buy)	$14.75	01/23/2025		D(3)			13,000	(3)	12/22/2026	Common Stock	13,000	$30.25(3)	0	D
Stock Option (Right to Buy)	$20.29	01/23/2025		D(3)			8,600	(3)	11/09/2027	Common Stock	8,600	$24.71(3)	0	D
Stock Option (Right to Buy)	$19.41	01/23/2025		D(3)			8,600	(3)	11/29/2028	Common Stock	8,600	$25.59(3)	0	D
Stock Option (Right to Buy)	$14.39	01/23/2025		D(3)			10,000	(3)	11/14/2029	Common Stock	10,000	$30.61(3)	0	D
Stock Option (Right to Buy)	$6.42	01/23/2025		D(3)			13,000	(3)	11/20/2030	Common Stock	13,000	$38.58(3)	0	D
Stock Option (Right to Buy)	$9.35	01/23/2025		D(3)			13,000	(3)	11/11/2031	Common Stock	13,000	$35.65(3)	0	D

Explanation of Responses:

1. Reflects the disposition of the reporting person's shares common stock, par value $0.001, of Universal Stainless & Alloy Products, Inc. (the "Company") upon the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 16, 2024 (the "Merger Agreement"), among the Company, Aperam US Holdco LLC ("Parent") and Aperam US Absolute LLC ("Merger Sub"), including the consummation of the merger of Merger Sub with and into the Company with the Company as the surviving corporation on January 23, 2025 (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the Company's common stock was canceled and converted automatically into the right to receive $45.00 in cash, without interest (the "Merger Consideration").

2. The shares of the Company's common stock reported as disposed by the reporting person include restricted stock unit awards. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit award granted under the Company's Amended and Restated 2017 Equity Incentive Plan was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of shares subject to such restricted stock unit award, less applicable taxes and authorized deductions.

3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised option to purchase shares of the Issuer's common stock, whether vested or unvested (each such option, a "Company Stock Option"), was canceled and converted into the right to receive an amount in cash, without interest and subject to applicable tax withholdings, equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of common stock of such Company Stock Option and (b) the total number of shares of common stock subject to such Company Stock Option.

	John Arminas AIF	01/23/2025
	** Signature of Reporting Person	Date
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