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 Real Industry, Inc. [ RELY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/25/2016 | ||||||||||||||||||||||||||
| 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 | 02/25/2016 | S(1) | 1,123 | D | $6.4601 | 84,239 | D | |||
| Common Stock | 02/25/2016 | A | 20,401(2) | A | $0.00 | 104,640 | D | |||
| Common Stock | 02/29/2016 | S(3) | 2,379 | D | $6.7701 | 102,261 | 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 | ||||||||
| Restricted Stock Unit | (4) | 02/25/2016 | A | 19,089 | (5) | (5) | Common Stock | 19,089 | $0.00 | 19,089 | D | ||||
| Explanation of Responses: |
| 1. Sold pursuant to a 10b5-1 Plan adopted by the Reporting Person. The shares were sold to satisfy the Reporting Person's tax withholding obligation on 2,500 shares of restricted stock that vested on February 24, 2016. |
| 2. Shares of restricted common stock were issued under the Real Industry, Inc. Amended and Restated 2015 Equity Award Plan. Such shares will vest in three equal installments on each of March 17, 2017, March 16, 2018 and March 15, 2019. |
| 3. Sold pursuant to a 10b5-1 Plan adopted by the Reporting Person. The shares were sold to satisfy the Reporting Person's tax withholding obligation on 6,242 shares of restricted stock that vested on February 27, 2016. |
| 4. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
| 5. Issuance of shares subject to the restricted stock units is based on the Company's annualized total stockholder return ("TSR") relative to the TSR of the Russell 2000 Index of companies for the three-year performance period commencing on February 25, 2016 and ending February 24, 2019. The "target" number of shares to be issued pursuant to the restricted stock units is reported. Between 0% and 150% of the target number of shares may be issued, with the actual percentage determined based on actual performance. The restricted stock units were issued under the Real Industry, Inc. Amended and Restated 2015 Equity Award Plan. |
| Remarks: |
| /s/ Kyle Ross | 02/29/2016 | |
| ** 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. | ||