SEC Form 4 · accession 0001144204-17-048124
CENTURY ALUMINUM CO · CENX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 14, 2017
Accepted (ET)
Sep 15, 2017 · 6:20 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000949157
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (obligation to sell)F1,F2 | $100.00 | Sep 14, 2017 | J | 1 | A | Sep 14, 2017 | Sep 14, 2027 | Common Stock | 27,500,000 | 1 | D |
Explanation of responses
- F1On the September 14, 2017, Glencore AG and Ryfold Limited ("Ryfold") entered into a Call Option Agreement (the "Givolon Call Option Agreement") pursuant to which Glencore AG acquired an American-style call option that gives Glencore AG the right to purchase from Ryfold, at any time prior to the expiration thereof, 100% of the equity interests in Givolon Limited, a wholly-owned subsidiary of Ryfold ("Givolon"), for an aggregate exercise price of $100 (the "Givolon Call Option"). The Givolon Call Option will expire on September 14, 2027. Glencore AG paid Ryfold an aggregate premium of $100 for the Givolon Call Option.
- F2Ryfold's interest in the Call Option is held indirectly by each of Ryfold's parent, The Ryfold Trust, and Estera Trust (Jersey) Limited ("Estera") solely in its capacity as trustee of The Ryfold Trust. Givolon holds directly a number of shares of Common Stock equal to the number of shares reported on Table II, which shares are indirectly owned by each of Ryfold, Ryfold's parent, The Ryfold Trust, and Estera solely in its capacity as trustee of The Ryfold Trust. Estera does not have and disclaims any pecuniary interest in such Common Stock and in the Call Option reported on Table II.