4//SEC Filing
Ponessa Sara 4
Accession 0000950103-25-003124
CIK 0001977303other
Filed
Mar 5, 7:00 PM ET
Accepted
Mar 6, 6:26 PM ET
Size
21.8 KB
Accession
0000950103-25-003124
Insider Transaction Report
Form 4
Ponessa Sara
General Counsel, VP & Sec
Transactions
- Disposition to Issuer
Ordinary Shares
2025-03-06−93,547→ 0 total - Disposition to Issuer
Ordinary Shares
2025-03-06−153,346→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-03-06−149,215→ 0 totalExercise: $4.95From: 2027-03-06Exp: 2034-03-06→ Ordinary Shares (149,215 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-03-06−64,160→ 0 totalExercise: $7.07From: 2021-10-10Exp: 2028-10-10→ Ordinary Shares (64,160 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-03-06−64,160→ 0 totalExercise: $7.07From: 2028-10-10Exp: 2028-10-10→ Ordinary Shares (64,160 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-03-06−29,358→ 0 totalExercise: $9.70From: 2026-02-22Exp: 2033-02-22→ Ordinary Shares (29,358 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-03-06−27,887→ 0 totalExercise: $8.74From: 2025-02-23Exp: 2032-02-23→ Ordinary Shares (27,887 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-03-06−85,935→ 0 totalExercise: $8.46From: 2024-02-22Exp: 2031-02-22→ Ordinary Shares (85,935 underlying)
Footnotes (3)
- [F1]Represents shares of common stock of Aracdium Lithium plc ("Arcadium") disposed of pursuant to the Transaction Agreement, dated October 9, 2024, by and among Arcadium, Rio Tinto Western Holdings Limited ("Parent") and Rio Tinto BM Subsidiary Limited ("Buyers") (the "Transaction Agreement"). Pursuant to the Transaction Agreement, at the effective time of the transaction contemplated thereby (the "Effective Time"), each share of Arcadium common stock held by the reporting person was converted automatically into the right to receive $5.85 per share in cash (the "Consideration").
- [F2]Pursuant to the Transaction Agreement, at the Effective Time, each Arcadium restricted stock units ("Arcadium RSU") held by the reporting person and granted under the Arcadium Omnibus Incentive Plan was canceled in exchange for restricted stock units with respect to a number ofordinary shares of either Rio Tinto plc or Rio Tinto Limited ("Listed Shares") of equivalent value and with the same terms and conditions as applied to such Arcadium RSU immediately prior to the Effective Time ("Rio Tinto RSUs"). The number of Listed Shares subject to such Rio Tinto RSUs equals one multiplied by an exchange ratio of 0.0920493627351811, which equals the quotient obtained by dividing (i) the Consideration by (ii) the average volume weighted average price per ordinary share of theapplicable Listed Share for the 30 consecutive trading day period ending on the last trading day preceding the Effective Time (the "Equity Award ConversionRatio").
- [F3]Pursuant to the Transaction Agreement, at the Effective Time, each award of Arcadium stock options ("Arcadium Options") held by the reporting person and granted under the Arcadium Omnibus Incentive Plan was canceled in exchange for an award of stock options with respect to a number of Listed Shares of equivalent value and with the same terms and conditions as applied to such stock options immediately prior to the Effective Time ("Rio Tinto Options"). The number of Listed Shares subject to each such Rio Tinto Options equals the number of shares of Arcadium common stock subject to the corresponding Arcadium Options immediately prior to the Effective Time multiplied by the Equity Award Conversion Ratio. The exercise price of each such Rio Tinto Option equals the exercise price of the corresponding Arcadium Options divided by the Equity Award Conversion Ratio.
Documents
Issuer
Arcadium Lithium plc
CIK 0001977303
Entity typeother
Related Parties
1- filerCIK 0001752727
Filing Metadata
- Form type
- 4
- Filed
- Mar 5, 7:00 PM ET
- Accepted
- Mar 6, 6:26 PM ET
- Size
- 21.8 KB