SEC Form 4 · accession 0001600781-17-000075
DMC Global Inc. · BOOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ian Grieves
Officer — Pres & Gen Mgr, DynaEnergetics
Period of report
Feb 19, 2017
Accepted (ET)
Apr 10, 2017 · 1:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000034067
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 19, 2017 | D | 3,836 | $0.00 | D | 20,617 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F6 | — | holding | — | — | — | — | — | Common Stock | 5,333 | 5,333 | D |
| Restricted Stock UnitsF3,F5,F6 | — | holding | — | — | — | — | — | Common Stock | 8,000 | 8,000 | D |
| Restricted Stock UnitsF3,F7 | — | holding | — | — | — | — | — | Common Stock | 3,569 | 3,569 | D |
Explanation of responses
- F1On February 19, 2014, the reporting person received a grant of 5,333 restricted stock units ("RSUs") that would vest based upon achievement of specified performance targets. The Issuer determined that the performance conditions were only partially satisfied and, as a result, a portion of the original grant was forfeited as of February 19, 2017.
- F2Excludes 16,902 RSUs previously reported on Table I that are now reflected on Table II.
- F3Each RSU represents the right to receive one share of the Issuer's common stock.
- F4On February 19, 2015, 10,667 RSUs were granted to the reporting person and reported on Table I of the reporting person's Form 4. 2,667 of these RSUs vested on February 19, 2016, and another 2,667 of these RSUs vested on February 19, 2017; the shares issued upon vesting are reported on Table I. The remaining 5,333 RSUs will vest, if at all, based on the formula in footnote 6, which takes into account the Issuer's achievement of budgeted Adjusted EBITDA and the total return to the Issuer's shareholders in comparison to the total shareholder return of the Issuer's peer group of public companies.
- F5On February 18, 2016, 10,667 RSUs were granted to the reporting person and reported on Table I of the reporting person's Form 4. 2,667 of these RSUs vested on February 18, 2017 and the shares issued upon vesting are reported on Table I. Another 2,667 of these RSUs will vest on February 18, 2018. The remaining 5,333 RSUs will vest, if at all, based on the formula in footnote 6, which takes into account the Issuer's achievement of budgeted Adjusted EBITDA and the total return to the Issuer's shareholders in comparison to the total shareholder return of the Issuer's peer group of public companies.
- F6The number of shares equal to 25% of the total number of shares awarded multiplied by the percentage that is the sum of (a) the percentage obtained by dividing (i) the average actual Adjusted EBITDA of the Issuer of each of the two fiscal years ending immediately prior to the second anniversary, by (ii) the Issuer's budgeted Adjusted EBITDA for the fiscal year in which the stock award was granted; and (b) the amount (which may be negative) of (x) the total annual shareholder return (expressed as a percentage) for the Issuer's stock calculated by the average closing stock price during the month of January prior to the second anniversary compared with the average closing stock during the month of January prior to the first anniversary, less (y) the average total shareholder return calculated on a similar basis for the stock of the Issuer's peer group of companies (as approved by the Compensation Committee of the Company's Board of Directors) at the time of the stock award.
- F7On February 18, 2016, 5,354 RSUs were granted to the reporting person and reported on Table I of the reporting person's Form 4. 1,785 of these RSUs vested on February 18, 2017 and the shares issued upon vesting are reported on Table I. 1,785 of these RSUs will vest on February 18, 2018, and the remaining 1,784 RSUs will vest on February 18, 2019.