Form 4 for CENX CENTURY ALUMINUM CO
Accepted 2022-12-16 00:00:00 ET · period of report 2022-12-15 · accession 0001104659-22-127501 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-12-16 | 2022-12-15 | CENX | Glencore plc | 10% | J - Other | — | +27.50M | 27.50M | New | — |
| DMI | 2022-12-16 | 2022-12-15 | CENX | Glencore plc | 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 | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-12-15 | J | A | 27,500,000 | — | 27,500,000 | D | — | — | (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. |
| 2 | Derivative | Total Return Swap (right to buy) | 2022-12-15 | J | D | 1 | — | 0 | 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) Glencore International AG is wholly owned by Glencore plc, which may be deemed an indirect beneficial owner of the securities held by Glencore AG and Glencore International AG. (F6) The Common Stock reported in Line 2 of Table I and the Century Call Option, Century TRS and Givolon Call Option reported in Table II are held directly by Glencore AG, a wholly owned subsidiary of Glencore International AG, and indirectly by Glencore International AG. The Common Stock reported on Line 1 of Table I is held directly by Glencore International AG. (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 (right to buy) | 2022-12-15 | J | D | 1 | — | 0 | 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) Glencore International AG is wholly owned by Glencore plc, which may be deemed an indirect beneficial owner of the securities held by Glencore AG and Glencore International AG. (F6) The Common Stock reported in Line 2 of Table I and the Century Call Option, Century TRS and Givolon Call Option reported in Table II are held directly by Glencore AG, a wholly owned subsidiary of Glencore International AG, and indirectly by Glencore International AG. The Common Stock reported on Line 1 of Table I is held directly by Glencore International AG. |
| 4 | Derivative | Call Option (right to buy) | 2022-12-15 | J | D | 1 | — | 0 | 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) Glencore International AG is wholly owned by Glencore plc, which may be deemed an indirect beneficial owner of the securities held by Glencore AG and Glencore International AG. (F6) The Common Stock reported in Line 2 of Table I and the Century Call Option, Century TRS and Givolon Call Option reported in Table II are held directly by Glencore AG, a wholly owned subsidiary of Glencore International AG, and indirectly by Glencore International AG. The Common Stock reported on Line 1 of Table I is held directly by Glencore International AG. (F4) The 2017 Transactions additionally included (i) Glencore AG's sale to Ryfold 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"). |