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^*

McMullen Michael

(Last)

(First)

(Middle)

STILLWATER MINING COMPANY

26 WEST DRY CREEK CIRCLE, SUITE 400

(Street)

LITTLETON

80120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STILLWATER MINING CO /DE/ [ SWC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2017

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	05/04/2017		D		239,738⁽¹⁾⁽²⁾	D	$18	0	D
Common stock	05/04/2017		D		83,695⁽³⁾	D	$18	0	D
Common stock	05/04/2017		D		255,505⁽⁴⁾	D	$18	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)
No securities are beneficially owned	$18	05/04/2017		A		83,695⁽³⁾		05/04/2017	12/31/2019	Common stock⁽³⁾	83,695⁽³⁾	$0	0⁽³⁾	D

Explanation of Responses:

1. On May 4, 2017, pursuant to the agreement and plan of merger dated December 9, 2016 (the "Merger Agreement"), among the Issuer, Sibanye Gold Limited, a public company organized under the laws of South Africa ("Sibanye"), Thor US HoldCo Inc., a Delaware corporation and an indirect wholly owned subsidiary of Sibanye ("US Holdco"), and Thor Mergco Inc., a Delaware corporation and a direct wholly owned subsidiary of US Holdco ("Merger Sub") Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer as the surviving corporation. Upon closing of the Merger, each of the Issuer's shares of Common Stock, par value $0.01 per share (the "Shares"), not owned directly or indirectly by the Issuer, Sibanye, or any of their direct or indirect subsidiaries, was converted into the right to receive $18.00 in cash (the "Merger Consideration").

2. Includes 74,784 Shares underlying time-based Restricted Stock Units ("RSUs") granted prior to 2017 outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, any vesting conditions applicable to each outstanding RSU granted prior to 2017 automatically accelerated in full, each such RSU was canceled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of Shares subject to the RSU, multiplied by (y) the Merger Consideration. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.

3. Represents Shares underlying RSUs granted in 2017 and outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, each RSU granted in 2017 was automatically converted into a right to receive an amount in cash equal to the Merger Consideration, without interest, subject to forfeiture by reason of any resignation of employment without good reason or termination of employment for cause during the vesting period with the Issuer and its affiliates. There is no acceleration or other change as to vesting, payment or settlement of the RSUs granted in 2017.

4. Represents Shares underlying performance-based Restricted Stock Units ("PSUs") granted prior to 2017 outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, any vesting conditions applicable to each outstanding PSU granted prior to 2017 automatically accelerated in full, each such PSU was canceled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of Shares subject to the PSU, multiplied by (y) the Merger Consideration. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.

Remarks:

	/s/ Michael McMullen	05/08/2017
	** 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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