Form 4 for CENX CENTURY ALUMINUM CO

Accepted 2022-12-16 00:00:00 ET · period of report 2022-12-15 · accession 0001104659-22-127498 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2022-12-16	2022-12-15	CENX	Givolon Ltd	10%	J - Other	—	-27.50M	0	-100%	—
DMI	2022-12-16	2022-12-15	CENX	Givolon Ltd	10%	J - Other	—	-3	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2022-12-15	J	D	27,500,000	—	I See Footnote	—	—	(F5) In connection with the termination of the Financing and the related pledge, on December 15, 2022 Glencore AG, Givolon and Ryfold terminated and cancelled the 2017 Transactions, including the Century Call Option, the Century TRS and the Givolon Call Option, and Givolon transferred the Specified Shares to Glencore AG's parent, Glencore International AG. (F7) Ryfold is wholly owned by The Ryfold Trust. The Ryfold Trust, together with Ocorian Limited, formerly known as Estera Trust (Jersey) Limited ("Ocorian"), solely in its capacity as trustee of The Ryfold Trust, may be deemed indirect beneficial owners of the securities held by Givolon and Ryfold. Ocorian does not have and disclaims any pecuniary interest in such securities. (F6) The Common Stock reported in Table I and the Century Call Option and Century TRS reported on Lines 1 and 2 of Table II are held directly by Givolon, a wholly owned subsidiary of Ryfold, and indirectly by Ryfold. The Givolon Call Option reported on Line 3 of Table II is held directly by Ryfold, and represent an indirect beneficial ownership in the indicated number of shares of Common Stock due to Givolon's ownership of an equivalent number of shares.
2	Derivative	Total Return Swap (obligation to sell)	2022-12-15	J	D	1	—	I See Footnote	— · 2022-12-31 to 2022-12-31	27,500,000 Common Stock	(F5) In connection with the termination of the Financing and the related pledge, on December 15, 2022 Glencore AG, Givolon and Ryfold terminated and cancelled the 2017 Transactions, including the Century Call Option, the Century TRS and the Givolon Call Option, and Givolon transferred the Specified Shares to Glencore AG's parent, Glencore International AG. (F7) Ryfold is wholly owned by The Ryfold Trust. The Ryfold Trust, together with Ocorian Limited, formerly known as Estera Trust (Jersey) Limited ("Ocorian"), solely in its capacity as trustee of The Ryfold Trust, may be deemed indirect beneficial owners of the securities held by Givolon and Ryfold. Ocorian does not have and disclaims any pecuniary interest in such securities. (F6) The Common Stock reported in Table I and the Century Call Option and Century TRS reported on Lines 1 and 2 of Table II are held directly by Givolon, a wholly owned subsidiary of Ryfold, and indirectly by Ryfold. The Givolon Call Option reported on Line 3 of Table II is held directly by Ryfold, and represent an indirect beneficial ownership in the indicated number of shares of Common Stock due to Givolon's ownership of an equivalent number of shares. (F3) The 2017 Transactions also included the stock-settled total return swap reported on Line 2 of Table II, which will automatically terminate if the Century Call Option is exercised, pursuant to which Glencore AG received economic exposure to a number of shares of Common Stock equal to the Specified Shares and upon settlement of which Givolon will be obligated to deliver a number of shares equal to the Specified Shares to Glencore AG and Glencore AG will be obligated to pay to Givolon the reference price of $18.03075 per share (the "Century TRS").
3	Derivative	Call Option (obligation to sell)	2022-12-15	J	D	1	—	I See Footnote	$2.70 · 2017-09-14 to 2022-12-31	27,500,000 Common Stock	(F5) In connection with the termination of the Financing and the related pledge, on December 15, 2022 Glencore AG, Givolon and Ryfold terminated and cancelled the 2017 Transactions, including the Century Call Option, the Century TRS and the Givolon Call Option, and Givolon transferred the Specified Shares to Glencore AG's parent, Glencore International AG. (F7) Ryfold is wholly owned by The Ryfold Trust. The Ryfold Trust, together with Ocorian Limited, formerly known as Estera Trust (Jersey) Limited ("Ocorian"), solely in its capacity as trustee of The Ryfold Trust, may be deemed indirect beneficial owners of the securities held by Givolon and Ryfold. Ocorian does not have and disclaims any pecuniary interest in such securities. (F6) The Common Stock reported in Table I and the Century Call Option and Century TRS reported on Lines 1 and 2 of Table II are held directly by Givolon, a wholly owned subsidiary of Ryfold, and indirectly by Ryfold. The Givolon Call Option reported on Line 3 of Table II is held directly by Ryfold, and represent an indirect beneficial ownership in the indicated number of shares of Common Stock due to Givolon's ownership of an equivalent number of shares.
4	Derivative	Call Option (obligation to sell)	2022-12-15	J	D	1	—	I See Footnote	$100.00 · 2017-09-14 to 2027-09-14	27,500,000 Common Stock	(F5) In connection with the termination of the Financing and the related pledge, on December 15, 2022 Glencore AG, Givolon and Ryfold terminated and cancelled the 2017 Transactions, including the Century Call Option, the Century TRS and the Givolon Call Option, and Givolon transferred the Specified Shares to Glencore AG's parent, Glencore International AG. (F7) Ryfold is wholly owned by The Ryfold Trust. The Ryfold Trust, together with Ocorian Limited, formerly known as Estera Trust (Jersey) Limited ("Ocorian"), solely in its capacity as trustee of The Ryfold Trust, may be deemed indirect beneficial owners of the securities held by Givolon and Ryfold. Ocorian does not have and disclaims any pecuniary interest in such securities. (F6) The Common Stock reported in Table I and the Century Call Option and Century TRS reported on Lines 1 and 2 of Table II are held directly by Givolon, a wholly owned subsidiary of Ryfold, and indirectly by Ryfold. The Givolon Call Option reported on Line 3 of Table II is held directly by Ryfold, and represent an indirect beneficial ownership in the indicated number of shares of Common Stock due to Givolon's ownership of an equivalent number of shares. (F4) The 2017 Transactions additionally included (i) Ryfold's purchase from Glencore AG of 100% of the equity interest in Givolon for an aggregate price of $100, and (ii) the acquisition by Glencore AG from Ryfold, for aggregate premium of $100, of the American-style call option reported on Line 3 of Table II, which gives Glencore AG the right to purchase from Ryfold, at any time prior to the expiration thereof, 100% of the equity interests in Givolon for an aggregate exercise price of $100 (the "Givolon Call Option").