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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) (4) | $ 16.06 | 04/03/2014 | A | 16,427 | (5) | 04/03/2024 | Common Stock, par value $0.01 per share | 16,427 | $ 0 | 16,427 | D | ||||
Performance Shares/Units | (6) | 04/03/2014 | A(7) | 2,708 | (7) | (7) | Common Stock, par value $0.01 per share | 2,708 | $ 0 | 2,708 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Micchelli Robert T 475 N. MARTINGALE ROAD SUITE 1050 SCHAUMBURG, IL 60173 |
Chief Financial Officer |
/s/ Scott B. Hamilton, Attorney-in-Fact | 04/04/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Common Stock is restricted as of the date of grant. The shares will vest and become unrestricted in three equal installments over three years. The first third of the shares will vest on April 3, 2015, the second third on April 3, 2016 and the last third on April 3, 2017. |
(2) | Settlement of non-derivative performance shares for the performance period ending December 31, 2013, granted under the Global Brass and Copper Holdings, Inc. Omnibus Equity Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). |
(3) | Shares withheld to satisfy minimum tax withholding requirements upon vesting of performance shares. |
(4) | None of the options are vested or exercisable on the date of grant. The options will vest in three equal installments over three years. The first third of the options vest and become exercisable on April 3, 2015, the second third on April 3, 2016 and the last third on April 3, 2017. |
(5) | The options are exercisable immediately upon vesting. See footnote (4). |
(6) | Converts to common stock on a 1-for-1 basis. |
(7) | Performance shares/units were acquired upon conversion of non-derivative performance shares for the performance period ending December 31, 2013. One third of the performance shares vested and settled into shares of common stock as reported in footnote (2) above, with the remaining performance shares convertible into shares of common stock on a 1-for-1 basis based on continued service by the insider, with one half vesting and settling in shares on April 3, 2015 and one half vesting and settling in shares on April 3, 2016. |