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)
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2. Issuer Name and Ticker or Trading Symbol
MERCER INTERNATIONAL INC. [ MERC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2023 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Cash Settled Deferred Stock Units(1) | (1) | 06/01/2023 | A | 1,925(1) | (1) | (1) | Common Stock(1) | 1,925(1) | (1) | 7,065 | D | ||||
Cash Settled Deferred Stock Units(2) | (2) | 06/01/2023 | A | 11,548(2) | (2) | (2) | Common Stock(2) | 11,548(2) | (2) | 18,613 | D | ||||
Cash Settled Deferred Stock Units(3) | (3) | 06/01/2023 | A | 1,925(3) | (3) | (3) | Common Stock(3) | 1,925(3) | (3) | 20,538 | D | ||||
Cash Settled Deferred Stock Units(4) | (4) | 06/01/2023 | A | 11,548(4) | (4) | (4) | Common Stock(4) | 11,548(4) | (4) | 32,086 | D |
Explanation of Responses: |
1. Represents cash-settled deferred stock units ("DSUs") issued by Mercer International Inc. ("Mercer"), at the election of the Reporting Person, in lieu of quarterly cash director retainer under Mercer's non-employee director compensation program for the period from April 1, 2023 to May 31, 2023. Each DSU represents the right to receive a cash payment equal to the fair market value of one share of Mercer's common stock on the redemption date(s) and dividend equivalents after the Reporting Person ceases to be a director of Mercer, unless deferred in accordance with its terms. Mercer subsequently transitioned its non-employee director compensation program from quarterly on a calendar year basis to a program based on the one-year period between annual general meetings, being the general term of office of directors. |
2. Represents DSUs issued by Mercer, at the election of the Reporting Person, in lieu of cash director retainer under Mercer's non-employee director compensation program and the Plan in respect of the board term commencing May 31, 2023 and ending at its next regularly scheduled annual general meeting in 2024. Each DSU represents the right to receive a cash payment equal to the fair market value of one share of Mercer's common stock on the redemption date(s) and dividend equivalents after the Reporting Person ceases to be a director of Mercer, unless deferred in accordance with its terms. |
3. Represents DSUs issued by Mercer as a grant to the Reporting Person, at the election of the Reporting Person as a quarterly equity grant under Mercer's non-employee director compensation program in respect of the period from April 1, 2023 to May 31, 2023, which vest on the one year anniversary of the grant date. Each DSU represents the right to receive a cash payment equal to the fair market value of one share of Mercer's common stock on the redemption date(s) and dividend equivalents after the Reporting Person ceases to be a director of Mercer, unless deferred in accordance with its terms. |
4. Represents DSUs issued by Mercer as a grant to the Reporting Person, at the election of the Reporting Person as an equity grant under Mercer's non-employee director compensation program in respect of the board term commencing May 31, 2023 and ending at its next regularly scheduled annual general meeting in 2024. Each DSU represents the right to receive a cash payment equal to the fair market value of one share of Mercer's common stock on the redemption date(s) and dividend equivalents after the Reporting Person ceases to be a director of Mercer, unless deferred in accordance with its terms. These DSUs vest on the earlier of the one-year anniversary of the grant date or the date of the next regularly scheduled annual general meeting in 2024. |
/s/ Alan C. Wallace | 06/02/2023 | |
** 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. |