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 CENTURY ALUMINUM CO [ CENX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/14/2017 | ||||||||||||||||||||||||||
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 | ||||||||
Call Option (obligation to sell) | $100(1) | 09/14/2017 | J(1) | 1 | 09/14/2017(1) | 09/14/2027(1) | Common Stock | 27,500,000(1) | $100(1) | 1 | D(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On the September 14, 2017, Glencore AG and Ryfold Limited ("Ryfold") entered into a Call Option Agreement (the "Givolon Call Option Agreement") pursuant to which Glencore AG acquired an American-style call option that gives Glencore AG the right to purchase from Ryfold, at any time prior to the expiration thereof, 100% of the equity interests in Givolon Limited, a wholly-owned subsidiary of Ryfold ("Givolon"), for an aggregate exercise price of $100 (the "Givolon Call Option"). The Givolon Call Option will expire on September 14, 2027. Glencore AG paid Ryfold an aggregate premium of $100 for the Givolon Call Option. |
2. Ryfold's interest in the Call Option is held indirectly by each of Ryfold's parent, The Ryfold Trust, and Estera Trust (Jersey) Limited ("Estera") solely in its capacity as trustee of The Ryfold Trust. Givolon holds directly a number of shares of Common Stock equal to the number of shares reported on Table II, which shares are indirectly owned by each of Ryfold, Ryfold's parent, The Ryfold Trust, and Estera solely in its capacity as trustee of The Ryfold Trust. Estera does not have and disclaims any pecuniary interest in such Common Stock and in the Call Option reported on Table II. |
RYFOLD LIMITED By: /s/ Brendan Dowling, Director | 09/14/2017 | |
ESTERA TRUST (JERSEY) LIMITED By: /s/ Brendan Dowling, Director | 09/14/2017 | |
ESTERA TRUST (JERSEY) LIMITED, in its capacity as trustee of THE RYFOLD TRUST By: /s/ Brendan Dowling, Director | 09/14/2017 | |
** 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. |