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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 | ||||||||
Restricted Stock Units | (2) | 06/01/2016 | D | 3,053 | (3) | (3) | Common Stock | 3,053 | (3) | 0 | D | ||||
Restricted Stock Units | (2) | 06/01/2016 | D | 2,129 | (4) | (4) | Common Stock | 2,129 | (4) | 0 | D | ||||
Restricted Stock Units | (2) | 06/01/2016 | D | 2,273 | (5) | (5) | Common Stock | 2,273 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 12.5 | 06/01/2016 | D | 6,003 | (6) | 08/29/2017 | Common Stock | 6,003 | $ 27.5 (6) | 0 | D | ||||
Stock Option (Right to Buy) | $ 26.24 | 06/01/2016 | D | 21,000 | (7) | 03/02/2019 | Common Stock | 21,000 | $ 13.76 (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Belardi Louis J 520 FELLOWSHIP ROAD SUITE A114 MT. LAUREL, NJ 08054 |
CFO, Secretary and Treasurer |
/s/ Louis Belardi | 06/01/2016 | |
**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) | Price reflects aggregate per share consideration paid pursuant to the tender offer contemplated under the Agreement and Plan of Merger dated April 6, 2016 (the "Merger Agreement"), by and among Handy & Harman Ltd., Handy & Harman Group Ltd., SLI Acquisition Co., and SL Industries, Inc. (the "Company"). |
(2) | Each restricted stock unit ("RSU") represents a right to receive, at settlement, one share of common stock of Company. |
(3) | The RSUs provided for vesting on March 15, 2017, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $122,120, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (3,053 shares) and (ii) $40.00 per share (the "Merger Consideration Amount"), with such cash payment subject to any required withholding of taxes. |
(4) | The RSUs provide for vesting on March 15, 2018, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $85,160, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (2,129 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes. |
(5) | The RSUs provide for vesting on March 15, 2019, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $90,920, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (2,273 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes. |
(6) | Pursuant to the Merger Agreement, this fully vested option was cancelled in exchange for a cash payment of $165,082.50, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($27.50 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (6,003 shares), with such payment subject to any required withholding of taxes. |
(7) | This option provided for vesting in two equal annual installments beginning on March 3, 2016. Pursuant to the Merger Agreement, this option was fully vested and was cancelled in exchange for a cash payment of $288,960, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($13.76 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (21,000 shares), with such payment subject to any required withholding of taxes. |