SEC Form 4 · accession 0001144204-17-025189
EMPIRE RESOURCES INC /NEW/ · ERS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harvey Wrubel
Director
Period of report
May 4, 2017
Accepted (ET)
May 8, 2017 · 3:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001019272
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 4, 2017 | G | 17,604 | $7.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Purchase Common StockF2 | $1.625 | May 4, 2017 | J | 50,000 | D | Sep 17, 2009 | Sep 17, 2019 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1The reporting person has gifted all of his shares.
- F2In connection with the Agreement and Plan of Merger, dated as of March 30, 2017, as amended on April 6, 2017 (as so amended, the "Merger Agreement"), by and among Empire Resources, Parent and Ta Chen Investment Corporation ("Sub"), Sub intends to merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. In connection with the Merger, the reporting person cancelled all of his options in exchange for receiving the difference between his exercise price ($1.625 per share) and the merger consideration ($7.00 per share).