TMS International Corp. 4

Accession 0001181431-13-054391

CIK 0001491501operating

View on SEC.gov Company Profile

Filed

Oct 17, 8:00 PM ET

Accepted

Oct 18, 10:23 AM ET

Size

25.1 KB

Accession

0001181431-13-054391

Insider Transaction Report

Form 4

Period: 2013-10-16

TMS International Corp.TMS

ONEX CORP

10% Owner

Transactions

Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−22,903,899$400,818,233→ 0 total
From: 2011-04-19→ Class A Common Stock (22,903,899 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−263,862$4,617,585→ 0 total
From: 2011-04-19→ Class A Common Stock (263,862 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−13,471,020$235,742,850→ 0 total
From: 2011-04-19→ Class A Common Stock (13,471,020 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−112,544$1,969,520→ 0 total
From: 2011-04-19→ Class A Common Stock (112,544 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−543,030$9,503,025→ 0 total
From: 2011-04-19→ Class A Common Stock (543,030 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−23,446,929$410,321,258→ 0 total(indirect: See footnote)
From: 2011-04-19→ Class A Common Stock (23,446,929 underlying)

ONEX PARTNERS II L P

10% Owner

Transactions

Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−22,903,899$400,818,233→ 0 total
From: 2011-04-19→ Class A Common Stock (22,903,899 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−13,471,020$235,742,850→ 0 total
From: 2011-04-19→ Class A Common Stock (13,471,020 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−112,544$1,969,520→ 0 total
From: 2011-04-19→ Class A Common Stock (112,544 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−543,030$9,503,025→ 0 total
From: 2011-04-19→ Class A Common Stock (543,030 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−263,862$4,617,585→ 0 total
From: 2011-04-19→ Class A Common Stock (263,862 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−23,446,929$410,321,258→ 0 total(indirect: See footnote)
From: 2011-04-19→ Class A Common Stock (23,446,929 underlying)

SCHWARTZ GERALD W

10% Owner

Transactions

Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−22,903,899$400,818,233→ 0 total
From: 2011-04-19→ Class A Common Stock (22,903,899 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−13,471,020$235,742,850→ 0 total
From: 2011-04-19→ Class A Common Stock (13,471,020 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−112,544$1,969,520→ 0 total
From: 2011-04-19→ Class A Common Stock (112,544 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−543,030$9,503,025→ 0 total
From: 2011-04-19→ Class A Common Stock (543,030 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−263,862$4,617,585→ 0 total
From: 2011-04-19→ Class A Common Stock (263,862 underlying)
Disposition from Tender
Class B Common Stock
2013-10-16$17.50/sh−23,446,929$410,321,258→ 0 total(indirect: See footnote)
From: 2011-04-19→ Class A Common Stock (23,446,929 underlying)

Footnotes (9)

[F1]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.
[F2]Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of August 23, 2013, among the issuer, Crystal Acquisition Company, Inc. and Crystal Merger Sub, Inc., in exchange for the merger consideration of $17.50 per share in cash, without interest and less any withholding or other applicable taxes, on the effective date of the merger.
[F3]All of the shares owned by Onex Corporation are reported as beneficially owned by each of Onex Corporation and Gerald Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
[F4]Onex Corporation may be deemed to own beneficially the shares of Class B Common Stock held directly by it and by (a) Onex Partners II LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Partners II LP, (b) Onex Partners II GP LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, and (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP. Onex Corporation disclaims beneficial ownership of these securities except to the extent of its direct ownership.
[F5]Represents shares directly owned by Onex Partners II LP. All of the shares owned by Onex Partners II LP are reported as beneficially owned by each of Onex Partners II LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
[F6]Represents shares directly owned by Onex Partners II GP LP. All of the shares owned by Onex Partners II GP LP are reported as beneficially owned by each of Onex Partners II GP LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
[F7]Represents shares directly owned by 1597257 Ontario Inc. All of the shares owned by 1597257 Ontario Inc. are reported as beneficially owned by each of 1597257 Ontario Inc. and Gerald Schwartz, notwithstanding the fact that each Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
[F8]Represents shares directly owned by Onex US Principals LP. All of the shares owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
[F9]Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation. The interests of Onex Corporation are described in footnotes 4 through 10. Mr. Schwartz disclaims beneficial ownership in these securities, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Documents

1 file

4
rrd393031.xmlPrimary
FORM 4

Issuer

TMS International Corp.

CIK 0001491501

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001491501

Filing Metadata

Form type: 4
Filed: Oct 17, 8:00 PM ET
Accepted: Oct 18, 10:23 AM ET
Size: 25.1 KB

View on SEC.gov