SEC Form 4 · accession 0001144204-18-020951
CENTURY ALUMINUM CO · CENX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 17, 2018
Accepted (ET)
Apr 17, 2018 · 4:30 pm 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash Settled Total Return SwapF2,F3,F1,F7 | $9.7193 | Apr 17, 2018 | J | 0 | A | Apr 17, 2021 | Apr 17, 2021 | Common Stock | 4,729,302 | 1 | D |
| Cash Settled Total Return SwapF4,F5,F6,F1,F7 | $16.6582 | Apr 17, 2018 | J | 0 | A | Apr 17, 2021 | Apr 17, 2021 | Common Stock | 4,400,000 | 1 | D |
Explanation of responses
- F1On July 2, 2010, Glencore International AG ("Glencore International"), a direct wholly-owned subsidiary of Glencore plc, entered into a Master Terms and Conditions for Swap Transactions agreement (the "Swap Agreement") with Citigroup Global Markets Inc. ("Citi"), pursuant to which Glencore International and Citi may, from time to time, enter into cash-settled total return swaps (the "Swaps"). On September 14, 2017 Glencore International transferred all of its rights and obligations under the Swap Agreement and all agreements and transactions thereunder to Glencore Canada Corporation, an indirect wholly-owned subsidiary of Glencore plc ("Glencore Canada"), which rights and obligations were transferred back to Glencore International on April 17, 2018.
- F2Pursuant to the Swap Agreement, on September 15, 2010, Glencore International received economic exposure pursuant to a Swap (the "First Swap") entered into between Glencore International and Citi with an initial expiration date of September 17, 2012 (subsequently extended to April 17, 2018 with automatic extensions thereafter for successive seven month periods, with a final expiration date of March 17, 2021, subject to termination at Glencore Canada's election on any automatic extension date). On April 17, 2018 the expiration date of the First Swap was extended to April 17, 2021 and the automatic extension and related termination provisions were removed.
- F3Upon expiration of the First Swap, (i) Glencore International will be obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted average price of the 4,729,302 shares of common stock referenced by the First Swap (the "First Subject Shares") from the $9.719270 per share volume weighted average price calculated during the initial averaging period for the First Swap (which ended on September 15, 2010) to the volume weighted average price of the First Subject Shares during the final valuation period preceding the expiration of the term of the First Swap, or (ii) Citi will be obligated to make a cash payment to Glencore International with respect to any appreciation in such volume weighted average price based on the above period.
- F4Pursuant to the Swap Agreement, on March 11, 2011, Glencore International received economic exposure pursuant to a Swap (the "Second Swap") entered into between Glencore International and Citi with an initial expiration date of March 11, 2013 (subsequently extended to April 17, 2018 with automatic extensions thereafter for successive seven month periods, with a final expiration date of March 17, 2021, subject to termination at Glencore Canada's election on any automatic extension date). On April 17, 2018 the expiration date of the Second Swap was extended to April 17, 2021 and the automatic extension and related termination provisions were removed.
- F5Upon expiration of the Second Swap, (i) Glencore International will be obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted average price of the 4,400,000 shares of common stock referenced by the Second Swap (the "Second Subject Shares") from the $16.6582 per share volume weighted average price calculated during the initial averaging period for the Second Swap (which ended on March 11, 2011) to the volume weighted average price of the Second Subject Shares during the final valuation period preceding the expiration of the term of the Second Swap, or (ii) Citi will be obligated to make a cash payment to Glencore International with respect to any appreciation in such volume weighted average price based on the above period.
- F6Under the terms of the Swap Agreement, generally, Glencore International will be obligated to pay to Citi certain fees and commissions and Citi will be obligated to pay to Glencore International an amount in cash equal to any dividends that would have been paid by the issuer on the First Subject Shares and the Second Subject Shares.
- F7The cash settled total return swaps reported in Table II are held directly by Glencore International, and may be deemed to be beneficially owned indirectly by Glencore plc. The cash settled total return swaps do not give the reporting persons direct or indirect voting, investment or dispositive control over any securities of the issuer, and accordingly, the reporting persons disclaim any beneficial ownership in the First Subject Shares and the Second Subject Shares.