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^*

Fejes William Theodore JR

(Last)

(First)

(Middle)

520 FELLOWSHIP ROAD

SUITE A-114

(Street)

MOUNT LAUREL

08054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SL INDUSTRIES INC [ SLI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2016

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	05/31/2016		U		4,621	D	$40⁽¹⁾	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)
Restricted Stock Units	⁽²⁾	06/01/2016		D			7,074	⁽³⁾	⁽³⁾	Common Stock	7,074	⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	06/01/2016		D			1,819	⁽⁴⁾	⁽⁴⁾	Common Stock	1,819	⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	06/01/2016		D			2,262	⁽⁵⁾	⁽⁵⁾	Common Stock	2,262	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$11.75	06/01/2016		D			18,887	⁽⁶⁾	06/28/2017	Common Stock	18,887	$28.25⁽⁶⁾	0	D
Stock Option (Right to Buy)	$26.24	06/01/2016		D			70,000	⁽⁷⁾	03/02/2019	Common Stock	70,000	$13.76⁽⁷⁾	0	D

Explanation of Responses:

1. Price reflects aggregate per share consideration paid pursuant to the tender offer contemplated under the Agreement and Plan of Merger dated April 6, 2016 (the "Merger Agreement"), by and among Handy & Harman Ltd., Handy & Harman Group Ltd., SLI Acquisition Co., and SL Industries, Inc. (the "Company").

2. Each restricted stock unit ("RSU") represents a right to receive, at settlement, one share of common stock of SL Industries, Inc. (the "Company").

3. The RSUs provided for vesting on March 15, 2017, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $282,960, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (7,074 shares) and (ii) $40.00 per share (the "Merger Consideration Amount"), with such cash payment subject to any required withholding of taxes.

4. The RSUs provide for vesting on March 15, 2018, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $72,760, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (1,819 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes.

5. The RSUs provide for vesting on March 15, 2019, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $90,480, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (2,262 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes.

6. Pursuant to the Merger Agreement, this fully vested option was cancelled in exchange for a cash payment of $533,557.75, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($28.25 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (18,887 shares), with such payment subject to any required withholding of taxes.

7. This option provided for vesting in two equal annual installments beginning on March 3, 2016. Pursuant to the Merger Agreement, this option was fully vested and was cancelled in exchange for a cash payment of $963,200, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($13.76 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (70,000 shares), with such payment subject to any required withholding of taxes.

	/s/ William T. Fejes, Jr.	06/01/2016
	** 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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