4//SEC Filing
Srivastava Manish Kumar 4
Accession 0001181431-11-025000
CIK 0001491501other
Filed
Apr 20, 8:00 PM ET
Accepted
Apr 21, 5:27 PM ET
Size
11.5 KB
Accession
0001181431-11-025000
Insider Transaction Report
Form 4
Srivastava Manish Kumar
Director
Transactions
- Conversion
Class A Preferred Stock
2011-04-19−459.726→ 0 total(indirect: See footnote)Exercise: $13.00→ Class B Common Stock (491,276 underlying) - Conversion
Class B Common Stock
2011-04-19+491,276→ 586,637 total(indirect: See footnote)From: 2011-04-19→ Class A Common Stock (491,276 underlying) - Sale
Class B Common Stock
2011-04-19$12.15/sh−43,607$530,043→ 543,030 total(indirect: See footnote)From: 2011-04-19→ Class A Common Stock (43,607 underlying)
Footnotes (3)
- [F1]Each share of Class A Preferred Stock was convertible into a number of shares of Class B Common Stock determined by dividing the liquidation preference of such share of Class A Preferred Stock, including accrued but unpaid dividends, at the time of conversion by the conversion price. Concurrently with the initial public offering of the Issuer's Class A Common Stock, each share of Class A Preferred Stock converted into the number of shares of Class B Common Stock on the basis of a conversion price equal to 13.00 per share, the public offering price per share of Class A Common Stock in the offering.
- [F2]Shares of Class B Common Stock are convertible on a one-for-one basis at any time, at the option of the holder, into shares of Class A Common Stock and are automatically convertible on a one-for-one basis into shares of Class A Common Stock upon a sale or other disposition to any person other than (i) a person who obtained Class B Common Stock through a direct issuance by the Issuer or (ii) Onex Corporation, Onex Partners II LP or any controlled affiliate of Onex Corporation or Onex Partners II LP. The Class B Common Stock has no expiration date.
- [F3]All shares are beneficially owned by 1597257 Ontario Inc. and may be deemed beneficially owned by Mr. Srivastava, notwithstanding the fact that Mr. Srivastava has a pecuniary interest in less than 100% of such shares. Mr. Srivastava disclaims beneficial ownership of these securities, and the inclusion of such shares in this report shall not be deemed an admission to the beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes.
Documents
Issuer
TMS International Corp.
CIK 0001491501
Entity typeother
Related Parties
1- filerCIK 0001515744
Filing Metadata
- Form type
- 4
- Filed
- Apr 20, 8:00 PM ET
- Accepted
- Apr 21, 5:27 PM ET
- Size
- 11.5 KB