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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GLOBE SPECIALTY METALS INC [ GSM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/23/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/23/2015 | D | 8,778,760 | D | (1) | 0 | D | |||
Common Stock | 12/23/2015 | D | 108,578(2) | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $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 |
Explanation of Responses: |
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. |
Remarks: |
/s/Stephen Lebowitz | 12/24/2015 | |
** 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. |