4//SEC Filing
Bisselberg Stephanie S 4
Accession 0000918160-20-000047
CIK 0000918160other
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 6:13 PM ET
Size
33.1 KB
Accession
0000918160-20-000047
Insider Transaction Report
Form 4
Bisselberg Stephanie S
VP - Human Resources
Transactions
- Disposition to Issuer
Common Stock
2020-03-13−111,230→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−14,800→ 0 totalExercise: $3.98Exp: 2025-01-21→ Common Stock (14,800 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−27,700→ 0 totalExercise: $3.03Exp: 2030-01-22→ Common Stock (27,700 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−28,011→ 0 totalExercise: $2.65Exp: 2029-01-23→ Common Stock (28,011 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−11,500→ 0 totalExercise: $9.78Exp: 2027-01-18→ Common Stock (11,500 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−17,600→ 0 totalExercise: $1.74Exp: 2026-01-20→ Common Stock (17,600 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−14,100→ 0 totalExercise: $6.72Exp: 2024-01-22→ Common Stock (14,100 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−4,100→ 0 totalExercise: $9.11Exp: 2022-01-18→ Common Stock (4,100 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−19,400→ 0 totalExercise: $6.56Exp: 2028-01-17→ Common Stock (19,400 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−5,500→ 0 totalExercise: $4.59Exp: 2023-01-23→ Common Stock (5,500 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−1,531→ 0 totalExercise: $14.57Exp: 2021-01-19→ Common Stock (1,531 underlying) - Disposition to Issuer
Performance Shares
2020-03-13−8,600→ 0 totalExp: 2020-12-31→ Common Stock (8,600 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2020-03-13−2,250→ 0 totalExercise: $13.83Exp: 2020-10-20→ Common Stock (2,250 underlying)
Footnotes (9)
- [F1]Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated December 2, 2019 (the "Merger Agreement"), among the Issuer, Cleveland-Cliffs Inc. ("Cliffs") and Pepper Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Cliffs, and each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.400 (the "Exchange Ratio") of a common share of Cliffs, together with cash in lieu of any fractional Cliffs common shares. The closing price of a share of Common Stock on March 12, 2020 (the last trading day prior to the Merger) was $1.55, and the closing price of a Cliffs common share on the same date was $4.06.
- [F2]This option, which would have vested in three equal installments beginning on January 22, 2021, was converted into an option to purchase 11,080 Cliffs common shares at an exercise price of $7.58 per share on the same vesting terms.
- [F3]In accordance with the terms of the Merger Agreement, each stock option of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested), other than certain options that were canceled in exchange for a cash payment, was automatically converted into an option to purchase a number of Cliffs common shares equal to the total number of shares of Common Stock subject to such option immediately prior to the effective time of the Merger, multiplied by the Exchange Ratio, and at a per-share exercise price equal to the per-share exercise price applicable to the option immediately prior to the effective time of the Merger, divided by the Exchange Ratio.
- [F4]One-third of this option was vested at the time of the Merger. The option was converted into an option to purchase 11,204 Cliffs common shares at an exercise price of $6.64 per share, with the remaining two-thirds of the option vesting in two equal installments on January 23, 2021 and January 23, 2022.
- [F5]Two-thirds of this option was vested at the time of the Merger. The option was converted into an option to purchase 7,760 Cliffs common shares at an exercise price of $16.39 per share, with the remaining one-thirds of the option vesting on January 17, 2021.
- [F6]This option was fully vested and exercisable at the time of the Merger.
- [F7]In accordance with the terms of the Merger Agreement and an election made by the Reporting Person pursuant thereto, at the effective time of the Merger, each of these options (whether vested or unvested) was automatically cancelled in exchange for the right to receive a cash payment in the amount equal to the product of (i) the number of shares of Common Stock subject to such option immediately prior to the effective time of the Merger and (ii) the amount, if any, by which $3.395 exceeds the exercise price per share of Common Stock subject to such option, less any required withholding taxes.
- [F8]Represents performance shares of the Issuer that were previously reported in connection with a performance share award granted on January 17, 2018.
- [F9]In accordance with the terms of the Merger Agreement, each performance share award of the Issuer outstanding immediately prior to the Effective Time of the Merger was automatically converted into a performance share award with respect to a number of Cliffs common shares equal to the number of shares of Common Stock that would have been issued under such performance share award at the achievement of target performance, multiplied by the Exchange Ratio, with the performance goals with respect thereto having been adjusted by the Issuers Management Development and Compensation Committee to take into account the transactions contemplated by the Merger Agreement.
Documents
Issuer
AK STEEL HOLDING CORP
CIK 0000918160
Entity typeother
Related Parties
1- filerCIK 0001572727
Filing Metadata
- Form type
- 4
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 6:13 PM ET
- Size
- 33.1 KB