SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kestenbaum Alan

(Last)

(First)

(Middle)

C/O GLOBE SPECIALTY METALS, INC.

600 BRICKELL AVENUE, SUITE 3100

(Street)

MIAMI

33131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLOBE SPECIALTY METALS INC [ GSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2015		D		8,778,760	D	⁽¹⁾	0	D
Common Stock	12/23/2015		D		108,578⁽²⁾	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$18.81	12/23/2015		D			500,000	⁽³⁾	08/11/2016	Common Stock	500,000	⁽⁴⁾	0	D
Restricted Stock Unit	⁽⁵⁾	12/23/2015		D			22,543	⁽⁶⁾	⁽⁶⁾	Common Stock	22,543	⁽⁴⁾	0	D
Restricted Stock Unit	⁽⁵⁾	12/23/2015		D			20,049	⁽⁶⁾	⁽⁶⁾	Common Stock	20,049	⁽⁴⁾	0	D
Restricted Stock Unit	⁽⁵⁾	12/23/2015		D			78,239	⁽⁶⁾	⁽⁶⁾	Common Stock	78,239	⁽⁴⁾	0	D
Restricted Stock Unit	⁽⁵⁾	12/23/2015		D			16,155	⁽⁶⁾	⁽⁶⁾	Common Stock	16,155	⁽⁴⁾	0	D
Restricted Stock Unit	⁽⁵⁾	12/23/2015		D			127,856	⁽⁶⁾	⁽⁶⁾	Common Stock	127,856	⁽⁴⁾	0	D
Restricted Stock Unit	⁽⁵⁾	12/23/2015		D			97,339	⁽⁶⁾	⁽⁶⁾	Common Stock	97,339	⁽⁴⁾	0	D
Stock Appreciation Right	$12.54⁽⁷⁾	12/23/2015		D			424,006	⁽⁶⁾	08/20/2018	Common Stock	424,006	⁽⁴⁾	0	D
Stock Appreciation Right	$21.36⁽⁷⁾	12/23/2015		D			185,866	⁽⁶⁾	03/20/2019	Common Stock	185,866	⁽⁴⁾	0	D
Stock Appreciation Rights	$9.18⁽⁷⁾	12/23/2015		D			340,000	⁽⁶⁾	12/11/2020	Common Stock	340,000	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to a business combination agreement by, among others, issuer, Grupo Villar Mir, S.A., and Grupo FerroAtlantica, S.A., in which each share of common stock of issuer was exchanged for one (1) share of FerroGlobe PLC common stock on the effective date of the business combination.

2. These shares are restricted common stock awarded to Mr. Kestenbaum on January 27, 2011 and vest on November 13, 2020 if Mr. Kestenbaum is then employed by the issuer or earlier upon the occurrence of certain conditions set forth in Mr. Kestenbaum's employment agreement dated January 27, 2011. The terms of Mr. Kestenbaum's employment agreement are described in the issuer's Form 8-K filed on February 1, 2011.

3. The awards vest and become exercisable quarterly, in sixteenths, over the course of four years from the original grant date (subject to acceleration in certain circumstances).

4. These awards were cancelled in the merger in exchange for awards on the same terms for shares of FerroGlobe PLC common stock.

5. Each restricted stock unit represents the right to receive cash in an amount equal to the fair market value of one share of common stock, on the date of vesting of the subject restricted stock unit.

6. The awards vest and become exercisable in thirds on the first, second and third anniversary of the original grant date (subject to acceleration in certain circumstances).

7. Each stock appreciation right represents the right to receive cash in an amount equal to the difference obtained by subtracting the exercise price from the fair market value of one share of the company's common stock, as of the date of exercise of the subject stock appreciation right.

Remarks:

	/s/Stephen Lebowitz	12/24/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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