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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 | ||||||||
Employee Stock Option (right to buy) | $ 21.13 | 01/13/2017 | A | 36,430 | (4) | 01/13/2027 | Common Stock | 36,430 | (5) | 36,430 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MYERS TIMOTHY DONALD 390 PARK AVENUE NEW YORK,, NY 10022 |
Executive Vice President |
/s/ Margaret Lam (Assistant Secretary), by power of attorney | 01/18/2017 | |
**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) | On October 5, 2016, the Issuer effected a 1-for-3 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split. |
(2) | On November 1, 2016, the Issuer completed the separation of its business into two independent, publicly-traded companies (the "Separation"): the Issuer and Alcoa Corporation. In connection with the Separation, and pursuant to the terms of an Employee Matters Agreement dated October 31, 2016, by and between the Issuer and Alcoa Corporation (the "Employee Matters Agreement"), all equity awards held by the reporting person with respect to the Issuer's common stock were adjusted in a manner intended to preserve the aggregate intrinsic value of the original award. The amount of securities reported on this Form 4 reflect the aforementioned adjustment. |
(3) | The amount of securities reported herein have been adjusted to reflect (i) the Reverse Stock Split and (ii) the post-Separation treatment of Issuer stock fund units as contemplated by the Employee Matters Agreement. |
(4) | The option vests in three equal annual installments beginning January 13, 2018. |
(5) | Employee stock options are granted without payment of consideration. |