SEC Form 4 · accession 0001422105-15-000260
Noranda Aluminum Holding CORP · NORN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott M Croft
Officer — Chief Commercial Officer
Period of report
Dec 7, 2015
Accepted (ET)
Dec 9, 2015 · 7:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001422105
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted StockF1,F3 | — | Dec 7, 2015 | D | 0 | D | — | — | Common stock | 0 | 973 | D |
| Restricted StockF1,F4 | — | Dec 7, 2015 | D | 1 | D | — | — | Common stock | 1 | 3,144 | D |
| Restricted StockF1,F5 | — | Dec 7, 2015 | D | 0 | D | — | — | Common stock | 0 | 3,709 | D |
| Restricted StockF1,F6 | — | Dec 7, 2015 | D | 0 | D | — | — | Common stock | 0 | 5,469 | D |
| Employee stock option (right to buy)F8 | $14.00 | Dec 7, 2015 | D | 0 | D | — | May 29, 2017 | Common stock | 0 | 8,757 | D |
| Employee stock option (right to buy)F9 | $14.00 | Dec 7, 2015 | D | 0 | D | — | May 29, 2017 | Common stock | 0 | 8,757 | D |
Explanation of responses
- F1Each share of restricted stock is the economic equivalent of one share of Issuer's common stock.
- F2Each of the fractional shares of restricted stock were cancelled by the issuer on December 7, 2015 in exchange for a cash payment equal to the fraction multiplied by $0.59, the closing market price per share of the Issuer's common stock as reported by OTC Pink Marketplace on December 7, 2015.
- F3The reported transaction relates to shares of restricted stock initially granted on April 12, 2013 and additional dividend equivalent shares granted through June 10, 2015. All remaining outstanding shares of restricted stock will vest on April 12, 2016.
- F4The reported transaction relates to shares of shareholder return performance-based restricted stock initially granted on April 12, 2013 and additional dividend equivalent shares granted through June 10, 2015. The shareholder return performance-based restricted stock vests on the third anniversary of the date of the grant, provided that the price of a share of Issuer common stock is at least $70.00 for a 20 consecutive trading day period ending on or prior to the third anniversary of the date of the grant.
- F5The reported transaction relates to shares of restricted stock initially granted on May 2, 2014 and additional dividend equivalent shares granted through June 10, 2015. One-third of the outstanding shares of restricted stock will vest on May 2, 2016, and the remaining two-thirds of the outstanding shares of restricted stock will vest on May 2, 2017.
- F6The reported transaction relates to shares of restricted stock initially granted on May 18, 2015 and additional dividend equivalent shares granted through June 10, 2015. One-fourth of the outstanding shares of restricted stock will vest on each of May 18, 2016 and May 18, 2017, and the remaining one-half of the outstanding shares of restricted stock will vest on May 18, 2018.
- F7The fractional share underlying the stock option was cancelled by the Issuer on December 7, 2015 in exchange for a cash payment equal to the fraction multiplied by $0.59, the closing market price per share of the Issuer's common stock as reported by OTC Pink Marketplace on December 7, 2015.
- F8The reported transaction relates to the employee stock option granted on May 29, 2007. The option vested in five equal annual increments through 2012.
- F9The reported transaction relates to the employee stock option granted on May 29, 2007. The option vested upon achievement of the applicable performance target.