4//SEC Filing
STILLWATER MINING CO /DE/ 4
Accession 0000931948-17-000059
CIK 0000931948operating
Filed
May 7, 8:00 PM ET
Accepted
May 8, 1:06 PM ET
Size
12.5 KB
Accession
0000931948-17-000059
Insider Transaction Report
Form 4
Ihde Rhonda L
Corporate Controller
Transactions
- Disposition to Issuer
Common stock
2017-05-04$18.00/sh−2,819$50,742→ 0 total - Disposition to Issuer
Common stock
2017-05-04$18.00/sh−12,818$230,724→ 0 total - Disposition to Issuer
Common stock
2017-05-04$18.00/sh−40,998$737,964→ 0 total - Award
No securities are beneficially owned
2017-05-04+2,819→ 0 totalExercise: $18.00From: 2017-05-04Exp: 2019-12-31→ Common stock (2,819 underlying)
Footnotes (4)
- [F1]On May 4, 2017, pursuant to the agreement and plan of merger dated December 9, 2016 (the "Merger Agreement"), among the Issuer, Sibanye Gold Limited, a public company organized under the laws of South Africa ("Sibanye"), Thor US HoldCo Inc., a Delaware corporation and an indirect wholly owned subsidiary of Sibanye ("US Holdco"), and Thor Mergco Inc., a Delaware corporation and a direct wholly owned subsidiary of US Holdco ("Merger Sub") Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer as the surviving corporation. Upon closing of the Merger, each of the Issuer's shares of Common Stock, par value $0.01 per share (the "Shares"), not owned directly or indirectly by the Issuer, Sibanye, or any of their direct or indirect subsidiaries, was converted into the right to receive $18.00 in cash (the "Merger Consideration").
- [F2]Includes 3,971 Shares underlying time-based Restricted Stock Units ("RSUs") granted prior to 2017 outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, any vesting conditions applicable to each outstanding RSU granted prior to 2017 automatically accelerated in full, each such RSU was canceled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of Shares subject to the RSU, multiplied by (y) the Merger Consideration. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
- [F3]Represents Shares underlying RSUs granted in 2017 and outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, each RSU granted in 2017 was automatically converted into a right to receive an amount in cash equal to the Merger Consideration, without interest, subject to forfeiture by reason of any resignation of employment without good reason or termination of employment for cause during the vesting period with the Issuer and its affiliates. There is no acceleration or other change as to vesting, payment or settlement of the RSUs granted in 2017.
- [F4]Represents Shares underlying performance-based Restricted Stock Units ("PSUs") granted prior to 2017 outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, any vesting conditions applicable to each outstanding PSU granted prior to 2017 automatically accelerated in full, each such PSU was canceled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of Shares subject to the PSU, multiplied by (y) the Merger Consideration. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
Documents
Issuer
STILLWATER MINING CO /DE/
CIK 0000931948
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000931948
Filing Metadata
- Form type
- 4
- Filed
- May 7, 8:00 PM ET
- Accepted
- May 8, 1:06 PM ET
- Size
- 12.5 KB