SEC Form 4 · accession 0001209191-15-086943

GLOBE SPECIALTY METALS INC · GSM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Alan Kestenbaum

Officer — Executive Chairman · Director · 10% Owner

Period of report

Dec 23, 2015

Accepted (ET)

Dec 24, 2015 · 7:56 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001383571

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Dec 23, 2015	D	8,778,760	—	D	0	D
Common Stock^F2,F1	Dec 23, 2015	D	108,578	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option^F4,F3	$18.81	Dec 23, 2015	D	500,000	D	—	Aug 11, 2016	Common Stock	500,000	D
Restricted Stock Unit^F4,F5,F6	—	Dec 23, 2015	D	22,543	D	—	—	Common Stock	22,543	D
Restricted Stock Unit^F4,F5,F6	—	Dec 23, 2015	D	20,049	D	—	—	Common Stock	20,049	D
Restricted Stock Unit^F4,F5,F6	—	Dec 23, 2015	D	78,239	D	—	—	Common Stock	78,239	D
Restricted Stock Unit^F4,F5,F6	—	Dec 23, 2015	D	16,155	D	—	—	Common Stock	16,155	D
Restricted Stock Unit^F4,F5,F6	—	Dec 23, 2015	D	127,856	D	—	—	Common Stock	127,856	D
Restricted Stock Unit^F4,F5,F6	—	Dec 23, 2015	D	97,339	D	—	—	Common Stock	97,339	D
Stock Appreciation Right^F4,F7,F6	$12.54	Dec 23, 2015	D	424,006	D	—	Aug 20, 2018	Common Stock	424,006	D
Stock Appreciation Right^F4,F7,F6	$21.36	Dec 23, 2015	D	185,866	D	—	Mar 20, 2019	Common Stock	185,866	D
Stock Appreciation Rights^F4,F7,F6	$9.18	Dec 23, 2015	D	340,000	D	—	Dec 11, 2020	Common Stock	340,000	D

Explanation of responses

F1Disposed of pursuant to a business combination agreement by, among others, issuer, Grupo Villar Mir, S.A., and Grupo FerroAtlantica, S.A., in which each share of common stock of issuer was exchanged for one (1) share of FerroGlobe PLC common stock on the effective date of the business combination.
F2These shares are restricted common stock awarded to Mr. Kestenbaum on January 27, 2011 and vest on November 13, 2020 if Mr. Kestenbaum is then employed by the issuer or earlier upon the occurrence of certain conditions set forth in Mr. Kestenbaum's employment agreement dated January 27, 2011. The terms of Mr. Kestenbaum's employment agreement are described in the issuer's Form 8-K filed on February 1, 2011.
F3The awards vest and become exercisable quarterly, in sixteenths, over the course of four years from the original grant date (subject to acceleration in certain circumstances).
F4These awards were cancelled in the merger in exchange for awards on the same terms for shares of FerroGlobe PLC common stock.
F5Each restricted stock unit represents the right to receive cash in an amount equal to the fair market value of one share of common stock, on the date of vesting of the subject restricted stock unit.
F6The awards vest and become exercisable in thirds on the first, second and third anniversary of the original grant date (subject to acceleration in certain circumstances).
F7Each stock appreciation right represents the right to receive cash in an amount equal to the difference obtained by subtracting the exercise price from the fair market value of one share of the company's common stock, as of the date of exercise of the subject stock appreciation right.