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^*

Kodosky Christopher J

(Last)

(First)

(Middle)

475 N. MARTINGALE ROAD

SUITE 1200

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2019

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⁽¹⁾	07/16/2019⁽²⁾		A		1,843	A	$0	39,562	D
Common Stock, par value $0.01 per share⁽¹⁾	07/16/2019⁽²⁾		A		23,592	A	$0	63,154	D
Common Stock, par value $0.01 per share⁽¹⁾	07/16/2019⁽²⁾		A		18,140	A	$0	81,294	D
Common Stock, par value $0.01 per share	07/16/2019⁽²⁾		A		6,421⁽³⁾	A	$13.73	87,715	D
Common Stock, par value $0.01 per share	07/16/2019⁽²⁾		A		6,313⁽³⁾	A	$26.97	94,028	D
Common Stock, par value $0.01 per share	07/16/2019⁽²⁾		A		7,123⁽³⁾	A	$27.46	101,151	D
Common Stock, par value $0.01 per share	07/16/2019⁽²⁾		A		10,105⁽³⁾	A	$33.9	111,256	D
Common Stock, par value $0.01 per share	07/16/2019⁽²⁾		J⁽⁴⁾		3,114.5909	D	$0	108,141.4091	D
Common Stock, par value $0.01 per share	07/16/2019⁽²⁾		U		108,141.4091⁽⁵⁾	D	$44⁽⁶⁾	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 (right to buy)	$13.73	07/16/2019		M		6,421		⁽⁷⁾	02/12/2025	Common Stock, par value $0.01 per share	6,421	$0	0	D
Stock Option (right to buy)	$26.97	07/16/2019		M		6,313		⁽⁸⁾	02/11/2026	Common Stock, par value $0.01 per share	6,313	$0	0	D
Stock Option (right to buy)	$27.46	07/16/2019		M		7,123		⁽⁹⁾	07/05/2026	Common Stock, par value $0.01 per share	7,123	$0	0	D
Stock Option (right to buy)	$33.9	07/16/2019		M		10,105		⁽¹⁰⁾	02/09/2027	Common Stock, par value $0.01 per share	10,105	$0	0	D

Explanation of Responses:

1. In connection with the Merger (as defined below), certain non-derivative performance shares were settled. These non-derivative performance shares were granted on February 9, 2017, February 9, 2018 and February 8, 2019 for the performance periods ended or ending (as applicable) December 31, 2018, 2019 and 2020, respectively, under the Global Brass and Copper Holdings, Inc. Omnibus Equity Incentive Plan (the "Plan") and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

2. On April 9, 2019, Global Brass and Copper Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Wieland Holdings, Inc., an Illinois corporation ("Parent"), Elephant Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent ("Merger Sub") and Wieland-Werke Aktiengesellschaft, a German stock corporation ("Parent Holdco"), pursuant to which Parent Holdco would acquire the Company. On July 16, 2019, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned indirect subsidiary of Parent (the "Merger").

3. In connection with the Merger, all outstanding stock options were exercised. These shares represent shares acquired from the exercise of stock options under the Plan.

4. The reporting person agreed to forfeit 3,114.590909 shares to the Company for no consideration.

5. In connection with the Merger, the vesting schedules for the reporting person's restricted stock awards, which were previously reported in Table I, were accelerated.

6. As consideration for the Merger, each share of common stock of the Company (the "Shares") (other than Shares owned by the Company in treasury or by Parent Holdco, Parent or Merger Sub, or any wholly owned subsidiary of Parent Holdco (other than Parent and Merger Sub)) was automatically canceled and converted into the right to receive an amount in cash equal to $44, without interest thereon and less any applicable withholding taxes.

7. These options were granted on February 12, 2015 and vested in three equal installments on the first three anniversaries of the grant date.

8. These options were granted on February 11, 2016 and vested in three equal installments on the first three anniversaries of the grant date.

9. These options were granted on July 5, 2015 and vested in three equal installments on the first three anniversaries of the grant date.

10. These options were granted on February 9, 2017 and vest in three equal installments on the first three anniversaries of the grant date. In connection with the Merger, the vesting date for all outstanding stock options was accelerated.

	/s/ Anne-Marie W. D'Angelo, as Attorney-in-Fact	07/16/2019
	** Signature of Reporting Person	Date
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