4//SEC Filing
Kalouche Raymond Semaan 4
Accession 0001181431-11-025030
CIK 0001491501other
Filed
Apr 20, 8:00 PM ET
Accepted
Apr 21, 7:25 PM ET
Size
13.3 KB
Accession
0001181431-11-025030
Insider Transaction Report
Form 4
Kalouche Raymond Semaan
COO,Pres&COO of the MS Group
Transactions
- Conversion
Class B Common Stock
2011-04-19+106,863→ 203,011 totalFrom: 2011-04-19→ Class A Common Stock (106,863 underlying) - Sale
Class B Common Stock
2011-04-19$12.15/sh−15,576$189,326→ 193,965 totalFrom: 2011-04-19→ Class A Common Stock (15,576 underlying) - Conversion
Class A Preferred Stock
2011-04-19−100→ 0 totalExercise: $13.00→ Class B Common Stock (106,863 underlying) - Award
Class B Common Stock
2011-04-19+6,530→ 209,541 totalFrom: 2011-04-19→ Class A Common Stock (6,530 underlying)
Footnotes (4)
- [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]Represents shares of Class B Common Stock granted to the reporting person under the Issuer's Restricted Stock Plan upon the consummation of the Issuer's initial public offering.
- [F4]Represents shares of Class B Common Stock sold by the Reporting Person in the Issuer's initial public offering at the $13 public offering price, net of the underwriter commission of 6.5%, or $0.845 per share. Such shares by their terms automatically converted into shares of the Company's Class A Common Stock upon their sale in the offering (See Note (2), above).
Documents
Issuer
TMS International Corp.
CIK 0001491501
Entity typeother
Related Parties
1- filerCIK 0001515726
Filing Metadata
- Form type
- 4
- Filed
- Apr 20, 8:00 PM ET
- Accepted
- Apr 21, 7:25 PM ET
- Size
- 13.3 KB