4//SEC Filing
STILLWATER MINING CO /DE/ 4
Accession 0000931948-17-000061
CIK 0000931948operating
Filed
May 7, 8:00 PM ET
Accepted
May 8, 1:08 PM ET
Size
12.1 KB
Accession
0000931948-17-000061
Insider Transaction Report
Form 4
WADMAN BRENT R
VP Legal & Corporate Secretary
Transactions
- Award
Common stock
2017-04-06−10,828→ 37,960 total - Disposition to Issuer
Common stock
2017-05-04$18.00/sh−20,446$368,028→ 0 total - Disposition to Issuer
Option (right to purchase common stock)
2017-05-04−10,000→ 0 totalExercise: $19.05From: 2017-05-04Exp: 2020-11-29→ Common stock (10,000 underlying) - Disposition to Issuer
Common stock
2017-05-04$18.00/sh−37,960$683,280→ 0 total
Footnotes (4)
- [F1]Represents shares underlying time-based Restricted Stock Units (RSUs) granted prior to 2017 outstanding immediately prior to the Reporting Person's termination of employment with the Issuer on March 29, 2017. Upon the Reporting Person's termination, any vesting conditions applicable to each outstanding RSU granted prior to 2017 automatically accelerated in full, each such RSU vested.
- [F2]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").
- [F3]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.
- [F4]Pursuant to the Merger Agreement, each stock option ("Option") outstanding immediately prior to the closing of the Merger automatically vested and 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 Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per Share exercise price of such Option. The Options held by the Reporting Person were canceled for no consideration or payment because their exercise price exceeded the Merger Consideration.
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, 1:08 PM ET
- Size
- 12.1 KB