4//SEC Filing
Brown Daniel R 4
Accession 0001104659-25-060744
CIK 0001163302other
Filed
Jun 17, 8:00 PM ET
Accepted
Jun 18, 8:32 PM ET
Size
14.4 KB
Accession
0001104659-25-060744
Insider Transaction Report
Form 4
Brown Daniel R
SVP Adv. Tech. Steelmaking
Transactions
- Award
COMMON STOCK
2025-06-18+32,574→ 32,574 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-06-18−850→ 0 totalExercise: $39.27Exp: 2027-02-28→ Common Stock (850 underlying) - Disposition to Issuer
COMMON STOCK
2025-06-18−130,456→ 0 total - Disposition to Issuer
COMMON STOCK
2025-06-18−32,574→ 0 total - Disposition to Issuer
COMMON STOCK
2025-06-18−4,950.373→ 0 total(indirect: By 401(k))
Footnotes (6)
- [F1]On June 18, 2025, United States Steel Corporation (the "Company") consummated the merger transaction (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 18, 2023, by and among Nippon Steel North America, Inc., a New York corporation ("Parent"), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and the Company. The effective time of the Merger is referred to herein as the "Effective Time".
- [F2]Reflects (i) shares of common stock of the Company, par value $1.00 (the "Shares"), held directly by the reporting person, (ii) restricted stock units previously granted to the reporting person, and (iii) ROCE-based and TSR-based performance stock units previously granted to the reporting person that relate to performance periods that were completed prior to the Effective Time that, in each case, as of immediately prior to the Effective Time, were converted into the right to receive $55 in cash per Share (the "Per Share Merger Consideration"), less any applicable tax withholdings in accordance with the terms of the Merger Agreement.
- [F3]Reflects the acquisition of ROCE-based and TSR-based performance stock units and other performance-based stock awards (collectively, "PSUs") that were deemed to have been earned as of immediately prior to the Effective Time in accordance with the terms of the Merger Agreement.
- [F4]Immediately prior to the Effective Time, in accordance with the terms of the Merger Agreement, each of these PSUs was converted into the right to receive the Per Share Merger Consideration, less any applicable tax withholdings.
- [F5]As a result of the Effective Time, each of the Shares that the reporting person previously reported as beneficially owned under the Company's 401(k) retirement plan was liquidated in exchange for the Per Share Merger Consideration.
- [F6]Immediately prior to the Effective Time, in accordance with the terms of the Merger Agreement, each of these stock options was converted into the right to receive an amount in cash equal to the positive difference, if any, between the Per Share Merger Consideration and the applicable exercise price, less any applicable tax withholdings.
Documents
Issuer
UNITED STATES STEEL CORP
CIK 0001163302
Entity typeother
Related Parties
1- filerCIK 0001910100
Filing Metadata
- Form type
- 4
- Filed
- Jun 17, 8:00 PM ET
- Accepted
- Jun 18, 8:32 PM ET
- Size
- 14.4 KB