John Edgar Scheatzle JR Form 4 DMC Global / JOHN EDGAR SCHEATZLE JR ownership change

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^*

SCHEATZLE JOHN EDGAR JR

(Last) (First) (Middle)

C/O DMC GLOBAL INC.

11800 RIDGE PARKWAY, SUITE 300

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DMC Global Inc. [ BOOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of NobelClad

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	02/26/2020		A		1,324(1)	A	$0	14,571	D
Common Stock	02/26/2020		F		266(2)	D	$37.76	14,305	D
Common Stock	02/26/2020		M		10	A	$0	14,315	D
Common Stock	02/26/2020		F		10(3)	D	$37.76	14,305	D
Common Stock	02/27/2020		F		377(2)	D	$36.9	13,928	D
Common Stock	02/27/2020		M		21	A	$0	13,949	D
Common Stock	02/27/2020		F		21(3)	D	$36.9	13,928	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
Performance Share Units	(4)	02/26/2020		A		2,648		(5)	(5)	Common Stock	2,648	$0	2,648	D
Deferred Stock	(6)	02/26/2020		A		1,324		(7)	(7)	Common Stock	1,324	$0	1,324	D
Deferred Stock	(6)	02/26/2020		M			21	(8)	(9)	Common Stock	21	$0	2,066	D
Deferred Stock	(6)	02/26/2020		M			10	(10)	(11)	Common Stock	10	$0	905	D

Explanation of Responses:

1. This stock award is subject to the lapse of time-based restrictions. The restrictions will lapse with respect to one-third of the shares in equal amounts on each of the first, second and third anniversaries of thegrant date.

2. Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock.

3. Represents withholding of shares to satisfy tax obligations upon the vesting of Deferred Stock.

4. Each Performance Share Unit ("PSU") represents the contingent right to receive one share of the Issuer's common stock based on certain vesting conditions.

5. The number of PSUs that will vest and the number of shares of Issuer's common stock that will be awarded, if any, is contingent on the Issuer's average Adjusted EBITDA as compared to target Adjusted EBITDA and the Issuer's total shareholder return ("TSR") relative to the TSR of identified peer companies achieved over the three year period from 2020 through 2022, with potential to earn a number of shares of common stock between 0% and 200% of the number of target PSUs awarded. This PSU award will cliff vest, if at all, after the performance period ending December 31, 2022.

6. Each vested share of Deferred Stock represents the right to receive one share of the Issuer's common stock.

7. The Deferred Stock will be delivered to the reporting person in a lump sum following separation from service, or on March 1, 2023 if employed. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock.

8. 2,100 shares of Deferred Stock were granted on February 27, 2018, and vest in equal amounts over 3 years on the grant date anniversary.

9. The Deferred Stock will be delivered to the reporting person in a lump sum following separation from service, or on March 1, 2021 if employed. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock.

10. The Deferred Stock will vest in equal amounts over 3 years beginning February 26, 2020.

11. The Deferred Stock will be delivered to the reporting person in a lump sum following separation from service, or on March 1, 2022 if employed. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock.

Remarks:

	/s/ Andrew Nelson, as attorney-in-fact	02/28/2020
	** Signature of Reporting Person	Date
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