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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
Krohn Roger JR

(Last) (First) (Middle)
C/O METALS USA HOLDINGS CORP.
2400 E. COMMERCIAL BLVD., SUITE 905

(Street)
FORT LAUDERDALE FL 33308

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
METALS USA HOLDINGS CORP. [ MUSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP - Operations
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2013
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)
Code V Amount (A) or (D) Price
Common Stock 04/12/2013 D 140,318 D $20.65 140,318(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $2.3 04/12/2013 D 8,236 (2) 11/30/2015 Common Stock 8,236 $18.35 0 D
Stock Option (Right to Buy) $13.17 04/12/2013 D 22,500 (2) 09/13/2020 Common Stock 22,500 $7.48 0 D
Stock Option (Right to Buy) $11.25 04/12/2013 D 15,000 (2) 01/01/2022 Common Stock 15,000 $9.4 0 D
Explanation of Responses:
1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of February 6, 2013, by and among Reliance Steel & Aluminum Co. ("Reliance"), Metals USA Holdings Corp. ("Metals USA") and RSAC Acquisition Corp., a wholly-owned subsidiary of Reliance (the "Merger Agreement"), each share of Metals USA common stock owned by the reporting person immediately prior to the effective time of the Merger (as defined in the Merger Agreement) converted at the effective time into the right to receive $20.65 in cash.
2. Pursuant to the terms of the Merger Agreement, each option to purchase Metals USA common stock owned by the reporting person, whether vested or unvested, that was outstanding immediately prior to the effective time of the Merger converted into the right to receive an amount in cash equal to the product of the number of shares of Metals USA common stock subject to the option and the excess, if any, of $20.65 over the exercise price per share of such option, less any required withholding taxes.
Remarks:
/s/ William A. Smith II, Attorney-in-Fact 04/15/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.