SEC Form 4 · accession 0000918160-17-000033
AK STEEL HOLDING CORP · AKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Kercsmar
Officer — VP Specialty Steel Operations
Period of report
Jan 18, 2017
Accepted (ET)
Jan 20, 2017 · 4:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000918160
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 18, 2017 | A | 4,600 | $0.00 | A | 28,934 | D | |
| Common StockF1 | Jan 18, 2017 | A | 2,141 | $0.00 | A | 31,075 | D | |
| Common StockF2 | Jan 18, 2017 | M | 3,600 | $0.00 | A | 34,675 | D | |
| Common Stock | Jan 18, 2017 | F | 2,119 | $9.78 | D | 32,556 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF2 | — | Jan 18, 2017 | M | 2,400 | D | Dec 31, 2016 | Dec 31, 2016 | Common Stock | 3,600 | 0 | D |
| Performance SharesF4,F3,F5 | — | Jan 18, 2017 | A | 2,100 | A | Dec 31, 2019 | Dec 31, 2019 | Common Stock | 2,100 | 2,100 | D |
| Employee Stock Option (Right to Buy)F6 | $9.78 | Jan 18, 2017 | A | 8,000 | A | Jan 18, 2018 | Jan 18, 2027 | Common Stock | 8,000 | 8,000 | D |
Explanation of responses
- F1This represents Common Stock which was earned pursuant to a January 22, 2014 grant of Performance Shares. The Common Stock was issued at a conversion rate of 0.892 shares of Common Stock for each Performance Share awarded.
- F2This represents Common Stock which was earned pursuant to a January 22, 2014 grant of Performance Shares. The Common Stock was issued at a conversion rate of 1.5 shares of Common Stock for each Performance Share awarded.
- F3Each Performance Share represents a contingent right to receive 0 to 1.5 shares of Common Stock. The conversion rate (0, .5, or 1.5) ultimately applied to these Performance Shares will be determined based on the compounded annual growth rate (CAGR) of the Common Stock between January 1, 2017 to December 31, 2019 (the Performance Period).
- F4This represents one half of the Performance Shares which were awarded on January 18, 2017 and are required to be reported at this time because they constitute derivative securities. The other half do not constitute derivative securities and therefore are not required to be reported at this time.
- F5The number of shares of Common Stock underlying this grant of the Performance Shares will be 0 to 1.5 times the number of Performance Shares granted depending on CAGR achieved during the Performance Period.
- F6Options vest in three equal annual installments beginning one year after grant date.