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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lehman Gail E

(Last)

(First)

(Middle)

801 CRESCENT CENTRE DRIVE

SUITE 600

(Street)

FRANKLIN

37067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Noranda Aluminum Holding CORP [ NOR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel/Sec/CAO

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2013

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)
restricted stock	12/05/2013		A		88.7	A	$0⁽¹⁾	23,682.9109	D
restricted stock units	12/05/2013		A		29.2077	A	$0⁽²⁾	23,790.224	D
Common stock	12/05/2013		A		60.1195	A	$0⁽³⁾	9,639.1195	D
Common stock	12/05/2013		F		17	D	$2.64⁽⁴⁾	9,622.1195	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)
restricted stock	$0.0	12/05/2013		A		80.771		04/12/2016	04/12/2016	Common stock	80.771	$0⁽⁵⁾	21,565.8438	D

Explanation of Responses:

1. Reports an additional grant of 88.7000 unvested restricted stock relating to Common Stock of the Company in connection with a quarterly dividend of $0.01 per share, subject to the same vesting schedule of the original grants (Time-Based RS) and subject to acceleration upon certain terminations of service.

2. Reports additional grant of 29.2077 unvested restricted stock units relating ot Common Stock of the Company in connection with a quarterly dividend of $0.01 per share, subject to the same vesting schedule of the original grant (time-based rsu) and subject to acceleration upon certain terminations of service.

3. Reports an additional grant of 60.1195 unvested restricted stock units relating to Common Stock of the Company in connection with a quarterly dividend of $0.01 per share, subject to the same vesting schedule of the original Time-Based RSU awarded on 12/01/2010, which vested on 12/01/2013 in its entirity. The initial award was recorded as Common Stock and this DEU is being recorded as such since this award date falls after the vesting date. The vesting date of this award fell in between the Recorded Date and Payout Date of the Dividend.

4. Reports the number of shares withheld to pay for taxes on the vesting of the DEUs awarded on 12/5/13 of 60.1194 on the 12/01/2010 Award which vested on 12/01/2013, prior to the Dividend Payout Date. Vesting date fell in between the Record Date and the Payout Date of the Q4 Dividend.

5. Reports an additional grant of 80.7710 unvested Shareholder Return Performance Based restricted stock relating to Common Stock of the Company in connection with a quarterly dividend of $0.01 per share, subject to the same vesting schedule of the original grants and subject to acceleration upon certain terminations of service.

Remarks:

	/s/ Gail E. Lehman	12/09/2013
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.