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^*

Hamilton Scott B

(Last)

(First)

(Middle)

475 N. MARTINGALE ROAD

SUITE 1050

(Street)

SCHAUMBURG

60173

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLOBAL BRASS & COPPER HOLDINGS, INC. [ BRSS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2014

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, par value $0.01 per share	04/03/2014		A⁽¹⁾		5,526	A	$0.00	14,095	D
Common Stock, par value $0.01 per share	04/03/2014		A⁽²⁾		730	A	$0.00	14,825	D
Common Stock, par value $0.01 per share	04/03/2014		F⁽³⁾		275	D	$16.06	14,550	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 (right to buy)⁽⁴⁾	$16.06	04/03/2014		A		11,616		⁽⁵⁾	04/03/2024	Common Stock, par value $0.01 per share	11,616	$0.00	11,616	D
Performance Shares/Units	⁽⁶⁾	04/03/2014		A⁽⁷⁾		1,458		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	1,458	$0.00	1,458	D

Explanation of Responses:

1. The Common Stock is restricted as of the date of grant. The shares will vest and become unrestricted in three equal installments over three years. The first third of the shares will vest on April 3, 2015, the second third on April 3, 2016 and the last third on April 3, 2017.

2. Settlement of non-derivative performance shares for the performance period ending December 31, 2013, granted under the Global Brass and Copper Holdings, Inc. Omnibus Equity Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

3. Shares withheld to satisfy minimum tax withholding requirements upon vesting of performance shares.

4. None of the options are vested or exercisable on the date of grant. The options will vest in three equal installments over three years. The first third of the options vest and become exercisable on April 3, 2015, the second third on April 3, 2016 and the last third on April 3, 2017.

5. The options are exercisable immediately upon vesting. See footnote (4).

6. Converts to common stock on a 1-for-1 basis.

7. Performance shares/units were acquired upon conversion of non-derivative performance shares for the performance period ending December 31, 2013. One third of the performance shares vested and settled into shares of common stock as reported in footnote (2) above, with the remaining performance shares convertible into shares of common stock on a 1-for-1 basis based on continued service by the insider, with one half vesting and settling in shares on April 3, 2015 and one half vesting and settling in shares on April 3, 2016.

Remarks:

	/s/ Scott B. Hamilton	04/04/2014
	** 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).
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