0001437749-19-014077.txt : 20190716 0001437749-19-014077.hdr.sgml : 20190716 20190716170234 ACCESSION NUMBER: 0001437749-19-014077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190716 FILED AS OF DATE: 20190716 DATE AS OF CHANGE: 20190716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Keown Gregory B CENTRAL INDEX KEY: 0001761829 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35938 FILM NUMBER: 19957625 MAIL ADDRESS: STREET 1: 475 N. MARTINGALE ROAD STREET 2: SUITE 1200 CITY: SCHAUMBURG STATE: IL ZIP: 60173 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL BRASS & COPPER HOLDINGS, INC. CENTRAL INDEX KEY: 0001533526 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 061826563 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 475 N. MARTINGALE ROAD STREET 2: SUITE 1200 CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 847-240-4700 MAIL ADDRESS: STREET 1: 475 N. MARTINGALE ROAD STREET 2: SUITE 1200 CITY: SCHAUMBURG STATE: IL ZIP: 60173 4 1 rdgdoc.xml FORM 4 X0306 4 2019-07-16 1 0001533526 GLOBAL BRASS & COPPER HOLDINGS, INC. BRSS 0001761829 Keown Gregory B 475 N. MARTINGALE ROAD SUITE 1200 SCHAUMBURG IL 60173 1 President - A.J. Oster, LLC Common Stock, par value $0.01 per share 2019-07-16 4 A 0 350 0 A 16009 D Common Stock, par value $0.01 per share 2019-07-16 4 A 0 4102 0 A 20111 D Common Stock, par value $0.01 per share 2019-07-16 4 A 0 10158 0 A 30269 D Common Stock, par value $0.01 per share 2019-07-16 4 U 0 30269 44 D 0 D 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). 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"). 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. 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. /s/ Anne-Marie W. D'Angelo, as Attorney-in-Fact 2019-07-16