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 |
|
|||||||||||||||
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
Arcadium Lithium plc [ ALTM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 01/04/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Ordinary Shares | 01/04/2024 | A | 505,726(1) | A | (1) | 505,726 | D | |||
Ordinary Shares | 01/04/2024 | A | 349,705(2) | A | (2) | 855,431 | 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) | $9.7 | 01/04/2024 | A | 143,525(3) | 02/22/2026 | 02/22/2033 | Ordinary Shares | 143,525 | (3) | 143,525 | D | ||||
Stock Option (Right to Buy) | $8.74 | 01/04/2024 | A | 145,870(3) | 02/23/2025 | 02/23/2032 | Ordinary Shares | 145,870 | (3) | 145,870 | D | ||||
Stock Option (Right to Buy) | $8.46 | 01/04/2024 | A | 482,431(3) | 02/22/2024 | 02/22/2031 | Ordinary Shares | 482,431 | (3) | 482,431 | D |
Explanation of Responses: |
1. Represents the conversion of common stock of Livent Corporation ("Livent"), par value $0.001 per share ("Livent Common Stock"), held by the reporting person as of January 4, 2024, into ordinary shares of Arcadium Lithium plc ("Arcadium"), par value $1.00 per share ("Arcadium Ordinary Shares"), in accordance with the terms of the Transaction Agreement, dated as of May 10, 2023, by and between Livent, Allkem Limited ("Allkem"), Lightning-A Merger Sub, Inc. and Arcadium, providing for a combination of Livent and Allkem in a merger of equals transaction (as amended, the "Transaction Agreement"). |
2. Represents the conversion of restricted share units with respect to shares of Livent Common Stock ("Livent RSUs"), held by the reporting person as of January 4, 2024, into restricted share units with respect to Arcadium Ordinary Shares ("Arcadium RSUs"), in accordance with the terms of the Transaction Agreement, in connection with the merger of equals transaction. |
3. Represents the conversion of stock options to purchase Livent Common Stock ("Livent Options") into stock options to purchase Arcadium Ordinary Shares ("Arcadium Options"), in accordance with the terms of the Transaction Agreement, in connection with the merger of equals transaction. |
/s/ Sara Ponessa, as attorney-in-fact | 01/08/2024 | |
** 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. |