SEC Form 4 · accession 0000931948-17-000061

· SWC

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

Reporting owner

Brent R Wadman

Officer — Corporate Secretary

Period of report

Apr 6, 2017

Accepted (ET)

May 8, 2017 · 1:08 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000931948

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common stock^F1	Apr 6, 2017	A	10,828	$0.00	D	37,960	D
Common stock^F2	May 4, 2017	D	37,960	$18.00	D	0	D
Common stock^F3	May 4, 2017	D	20,446	$18.00	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
Option (right to purchase common stock)^F4	$19.05	May 4, 2017	D	10,000	D	May 4, 2017	Nov 29, 2020	Common stock	10,000	0	D

Explanation of responses

F1Represents shares underlying time-based Restricted Stock Units (RSUs) granted prior to 2017 outstanding immediately prior to the Reporting Person's termination of employment with the Issuer on March 29, 2017. Upon the Reporting Person's termination, any vesting conditions applicable to each outstanding RSU granted prior to 2017 automatically accelerated in full, each such RSU vested.
F2On May 4, 2017, pursuant to the agreement and plan of merger dated December 9, 2016 (the "Merger Agreement"), among the Issuer, Sibanye Gold Limited, a public company organized under the laws of South Africa ("Sibanye"), Thor US HoldCo Inc., a Delaware corporation and an indirect wholly owned subsidiary of Sibanye ("US Holdco"), and Thor Mergco Inc., a Delaware corporation and a direct wholly owned subsidiary of US Holdco ("Merger Sub") Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer as the surviving corporation. Upon closing of the Merger, each of the Issuer's shares of Common Stock, par value $0.01 per share (the "Shares"), not owned directly or indirectly by the Issuer, Sibanye, or any of their direct or indirect subsidiaries, was converted into the right to receive $18.00 in cash (the "Merger Consideration").
F3Represents Shares underlying performance-based Restricted Stock Units ("PSUs") granted prior to 2017 outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, any vesting conditions applicable to each outstanding PSU granted prior to 2017 automatically accelerated in full, each such PSU was canceled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of Shares subject to the PSU, multiplied by (y) the Merger Consideration. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
F4Pursuant to the Merger Agreement, each stock option ("Option") outstanding immediately prior to the closing of the Merger automatically vested and was canceled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of Shares subject to the Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per Share exercise price of such Option. The Options held by the Reporting Person were canceled for no consideration or payment because their exercise price exceeded the Merger Consideration.