| 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 GLOBAL BRASS & COPPER HOLDINGS, INC. [ BRSS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/16/2019 | ||||||||||||||||||||||||||
| 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, par value $0.01 per share(1) | 07/16/2019(2) | A | 1,659 | A | $0 | 47,290 | D | |||
| Common Stock, par value $0.01 per share(1) | 07/16/2019(2) | A | 20,512 | A | $0 | 67,802 | D | |||
| Common Stock, par value $0.01 per share(1) | 07/16/2019(2) | A | 13,061 | A | $0 | 80,863 | D | |||
| Common Stock, par value $0.01 per share | 07/16/2019(2) | A | 14,920(3) | A | $11 | 95,783 | D | |||
| Common Stock, par value $0.01 per share | 07/16/2019(2) | A | 13,907(3) | A | $16.06 | 109,690 | D | |||
| Common Stock, par value $0.01 per share | 07/16/2019(2) | A | 18,193(3) | A | $13.73 | 127,883 | D | |||
| Common Stock, par value $0.01 per share | 07/16/2019(2) | A | 13,889(3) | A | $26.97 | 141,772 | D | |||
| Common Stock, par value $0.01 per share | 07/16/2019(2) | A | 9,094(3) | A | $33.9 | 150,866 | D | |||
| Common Stock, par value $0.01 per share | 07/16/2019(2) | U | 150,866(4) | D | $44(5) | 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 (right to buy) | $11 | 07/16/2019 | M | 14,920 | (6) | 05/29/2023 | Common Stock, par value $0.01 per share | 14,920 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $16.06 | 07/16/2019 | M | 13,907 | (7) | 04/03/2024 | Common Stock, par value $0.01 per share | 13,907 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $13.73 | 07/16/2019 | M | 18,193 | (8) | 02/12/2025 | Common Stock, par value $0.01 per share | 18,193 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $26.97 | 07/16/2019 | M | 13,889 | (9) | 02/11/2026 | Common Stock, par value $0.01 per share | 13,889 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $33.9 | 07/16/2019 | M | 9,094 | (10) | 02/09/2027 | Common Stock, par value $0.01 per share | 9,094 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. In connection with the Merger (as defined below), certain non-derivative performance shares were settled. These non-derivative performance shares were granted on February 9, 2017, February 9, 2018 and February 8, 2019 for the performance periods ended or ending (as applicable) December 31, 2018, 2019 and 2020, respectively, under the Global Brass and Copper Holdings, Inc. Omnibus Equity Incentive Plan (the "Plan") and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). |
| 2. On April 9, 2019, Global Brass and Copper Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Wieland Holdings, Inc., an Illinois corporation ("Parent"), Elephant Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent ("Merger Sub") and Wieland-Werke Aktiengesellschaft, a German stock corporation ("Parent Holdco"), pursuant to which Parent Holdco would acquire the Company. On July 16, 2019, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned indirect subsidiary of Parent (the "Merger"). |
| 3. In connection with the Merger, all outstanding stock options were exercised. These shares represent shares acquired from the exercise of stock options under the Plan. |
| 4. In connection with the Merger, the vesting schedules for the reporting person's restricted stock awards, which were previously reported in Table I, were accelerated. |
| 5. As consideration for the Merger, each share of common stock of the Company (the "Shares") (other than Shares owned by the Company in treasury or by Parent Holdco, Parent or Merger Sub, or any wholly owned subsidiary of Parent Holdco (other than Parent and Merger Sub)) was automatically canceled and converted into the right to receive an amount in cash equal to $44, without interest thereon and less any applicable withholding taxes. |
| 6. These options were granted on May 29, 2013 and vested in three equal installments on the first three anniversaries of the grant date. |
| 7. These options were granted on April 3, 2014 and vested in three equal installments on the first three anniversaries of the grant date. |
| 8. These options were granted on February 12, 2015 and vested in three equal installments on the first three anniversaries of the grant date. |
| 9. These options were granted on February 11, 2016 and vested in three equal installments on the first three anniversaries of the grant date. |
| 10. These options were granted on February 9, 2017 and vest in three equal installments on the first three anniversaries of the grant date. In connection with the Merger, the vesting date for all outstanding stock options was accelerated. |
| /s/ Anne-Marie W. D'Angelo, as Attorney-in-Fact | 07/16/2019 | |
| ** 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. | ||
