0000931948-17-000049.txt : 20170505 0000931948-17-000049.hdr.sgml : 20170505 20170505114439 ACCESSION NUMBER: 0000931948-17-000049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170504 FILED AS OF DATE: 20170505 DATE AS OF CHANGE: 20170505 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STILLWATER MINING CO /DE/ CENTRAL INDEX KEY: 0000931948 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 810480654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26 WEST DRY CREEK CIRCLE STREET 2: SUITE 400 CITY: LITTLETON STATE: CO ZIP: 80120 BUSINESS PHONE: 406.373.8700 MAIL ADDRESS: STREET 1: 26 WEST DRY CREEK CIRCLE STREET 2: SUITE 400 CITY: LITTLETON STATE: CO ZIP: 80120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Merrin Patrice E CENTRAL INDEX KEY: 0001576710 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13053 FILM NUMBER: 17816989 MAIL ADDRESS: STREET 1: 92 BIRCH AVENUE CITY: TORONTO STATE: A6 ZIP: M4V1C8 4 1 wf-form4_149399906535344.xml FORM 4 X0306 4 2017-05-04 1 0000931948 STILLWATER MINING CO /DE/ SWC 0001576710 Merrin Patrice E 92 BIRCH AVENUE TORONTO A6 M4V1C8 ONTARIO, CANADA 1 0 0 0 Common stock 2017-05-04 4 D 0 22586 18 D 0 D Deferred Share Units 2017-05-04 4 D 0 23275 18 D Common stock 23275.0 0 D 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"). Represents Shares underlying Deferred Share Units ("DSUs") outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, any vesting conditions applicable to each outstanding DSU automatically accelerated in full, each such DSU 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 DSU, multiplied by (y) the Merger Consideration. /s/ Patrice E. Merrin 2017-05-05