0001104659-22-127501.txt : 20221216 0001104659-22-127501.hdr.sgml : 20221216 20221216060108 ACCESSION NUMBER: 0001104659-22-127501 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221215 FILED AS OF DATE: 20221216 DATE AS OF CHANGE: 20221216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GLENCORE INTERNATIONAL AG CENTRAL INDEX KEY: 0001032383 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34474 FILM NUMBER: 221466356 BUSINESS ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P O BOX 555 CH 6341 BAAR CITY: SWITZERLAND BUSINESS PHONE: 4142227722 MAIL ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P O BOX 555 CH 6341 BAAR CITY: SWITZERLAND REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Glencore plc CENTRAL INDEX KEY: 0001521365 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34474 FILM NUMBER: 221466354 BUSINESS ADDRESS: STREET 1: BAARERMATTSTRASSE 3 CITY: BAAR STATE: V8 ZIP: CH-6341 BUSINESS PHONE: 41 41 709 2000 MAIL ADDRESS: STREET 1: BAARERMATTSTRASSE 3 CITY: BAAR STATE: V8 ZIP: CH-6341 FORMER NAME: FORMER CONFORMED NAME: Glencore Xstrata plc DATE OF NAME CHANGE: 20130606 FORMER NAME: FORMER CONFORMED NAME: GLENCORE INTERNATIONAL PLC DATE OF NAME CHANGE: 20110520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Glencore AG CENTRAL INDEX KEY: 0001449539 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34474 FILM NUMBER: 221466355 BUSINESS ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P.O. BOX 1301 CITY: BAAR STATE: V8 ZIP: CH-6341 BUSINESS PHONE: 41 41 709 2512 MAIL ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P.O. BOX 1301 CITY: BAAR STATE: V8 ZIP: CH-6341 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 133070826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 SOUTH WACKER DRIVE STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126963101 MAIL ADDRESS: STREET 1: 1 SOUTH WACKER DRIVE STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 tm2232820-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-12-15 0 0000949157 CENTURY ALUMINUM CO CENX 0001032383 GLENCORE INTERNATIONAL AG BAARERMATTSTRASSE 3 P.O. BOX 1363 BAAR V8 CH-6340 SWITZERLAND 0 0 1 0 0001449539 Glencore AG BAARERMATTSTRASSE 3 P.O. BOX 1363 BAAR V8 CH-6340 SWITZERLAND 0 0 1 0 0001521365 Glencore plc BAARERMATTSTRASSE 3 P.O. BOX 1363 BAAR V8 CH-6340 SWITZERLAND 0 0 1 0 Common Stock 2022-12-15 4 J 0 27500000 A 27500000 D Common Stock 11701321 I See Footnote Call Option (right to buy) 2.7046 2022-12-15 4 J 0 1 D 2017-09-14 2022-12-31 Common Stock 27500000 0 I See Footnote Total Return Swap (right to buy) 2022-12-15 4 J 1 1 D 2022-12-31 2022-12-31 Common Stock 27500000 0 I See Footnote Call Option (right to buy) 100 2022-12-15 4 J 0 1 D 2017-09-14 2027-09-14 Common Stock 27500000 0 I See Footnote On September 14, 2017, Glencore AG, a wholly-owned subsidiary of Glencore International AG, entered into a series of transactions (the "2017 Transactions") with Ryfold Limited ("Ryfold") and Givolon Limited, currently a wholly-owned subsidiary of Ryfold ("Givolon"), in connection with a financing (the "Financing") to be secured by a pledge by Givolon of 27,500,000 shares of Common Stock (the "Specified Shares"). The 2017 Transactions included (i) Glencore AG's sale to Givolon of the Specified Shares at a per share price of $18.03075, and (ii) the acquisition by Glencore AG from Givolon, for a premium of $15.32613 per share, of the American-style call option reported on Line 1 of Table II, which gives Glencore AG the right to purchase from Givolon, at any time prior to the expiration thereof, a number of shares of Common Stock equal to the Specified Shares at a price equal to $2.70462 per share of Common Stock (the "Century Call Option"). The 2017 Transactions also included the stock-settled total return swap reported on Line 2 of Table II, which will automatically terminate if the Century Call Option is exercised, pursuant to which Glencore AG received economic exposure to a number of shares of Common Stock equal to the Specified Shares and upon settlement of which Givolon will be obligated to deliver a number of shares equal to the Specified Shares to Glencore AG and Glencore AG will be obligated to pay to Givolon the reference price of $18.03075 per share (the "Century TRS"). The 2017 Transactions additionally included (i) Glencore AG's sale to Ryfold of 100% of the equity interest in Givolon for an aggregate price of $100, and (ii) the acquisition by Glencore AG from Ryfold, for aggregate premium of $100, of the American-style call option reported on Line 3 of Table II, which gives Glencore AG the right to purchase from Ryfold, at any time prior to the expiration thereof, 100% of the equity interests in Givolon for an aggregate exercise price of $100 (the "Givolon Call Option"). In connection with the termination of the Financing and the related pledge, on December 15, 2022 Glencore AG, Givolon and Ryfold terminated and cancelled the 2017 Transactions, including the Century Call Option, the Century TRS and the Givolon Call Option, and Givolon transferred the Specified Shares to Glencore AG's parent, Glencore International AG. The Common Stock reported in Line 2 of Table I and the Century Call Option, Century TRS and Givolon Call Option reported in Table II are held directly by Glencore AG, a wholly owned subsidiary of Glencore International AG, and indirectly by Glencore International AG. The Common Stock reported on Line 1 of Table I is held directly by Glencore International AG. Glencore International AG is wholly owned by Glencore plc, which may be deemed an indirect beneficial owner of the securities held by Glencore AG and Glencore International AG. GLENCORE INTERNATIONAL AG By: /s/ Martin Haering, Name: Martin Haering, Title: Officer 2022-12-15 By: /s/ Derrick Crowley, Name: Derrick Crowley, Title: Officer 2022-12-15 GLENCORE AG By: /s/ Stephan Huber, Name: Stephan Huber, Title: Director 2022-12-15 By: /s/ Martin Haering, Name: Martin Haering, Title: Director 2022-12-15 GLENCORE PLC By: /s/ John Burton, Name: John Burton, Title: Company Secretary 2022-12-15