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^*

Hale Wayne

(Last)

(First)

(Middle)

801 CRESCENT CENTRE DRIVE

SUITE 600

(Street)

FRANKLIN

37067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Noranda Aluminum Holding CORP [ NOR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President-Upstream

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2013

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)
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)
restricted stock	10/03/2013		F		363⁽¹⁾	D	$2.29	26,615.774⁽²⁾	D
Common stock	10/03/2013		F		1,830⁽³⁾	D	$2.29	11,526	D
restricted stock	10/03/2013		J⁽⁴⁾		957.653	D	$2.29	25,658.121	D
Common stock	10/03/2013		J⁽⁵⁾		957	A	$2.29	13,719	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)

Explanation of Responses:

1. This represents the shares withheld to pay for taxes on that portion of the vested Time-Based Restricted Stock DEUs awarded on 11/22/11, 3/21/12, 5/30/12, 8/29/12, 11/28/12, 3/27/13, 5/29/13, 8/28/13 that are applicable to the Common Stock awarded on 10/03/11 as shown in the Form 3 filing of the same date and the T-B RS awarded on 3/6/12 and 4/12/13.

2. This represents the unvested Time-Based Restricted Stock and Time-Based Restricted Stock DEUs initially filed as "Restricted Stock." This amount does not include the initial award on 10/03/11 of 26,762 of Time-Based Restricted Stock of which 6,691 vested on 10/03/13 and 10/03/12. These amounts were already classified as Common Stock on the initial filing on the Form 3 filed on 10/03/11. The remaining 13,380 of the initial 26,762, will not vest until 10/03/14. It is not included in this amount since it was initially filed under Common Stock on 10/03/11 and needs to accurately be reflected under the appropriate filing. This amount includes all subsequent T-B RS awards and T-B RS DEUs awarded that are subject to the vesting schedule of any original RS award and to acceleration upon certain terminations of service.

3. This represents the shares withheld to pay for taxes on the Common Stock that vested on 10/03/13 in the sum of 6,691 of which 1,830 were withheld for taxes, leaving net shares of 4,861.

4. This transaction represents the vesting of Time-Based Restricted Stock DEUs awarded on the initial award of 26,762 shown on Form 3 filed 10/03/11. This is to remove those shares from the Restricted Stock classification and accurately report them as Common Stock as a result of their vesting.

5. This is to accurately record those shares previously shown as Restricted Stock and convert them into Common Stock as a result of their vesting on 10/03/13.

Remarks:

	Gail E. Lehman, Attorney-in-Fact for Wayne R. Hale	10/07/2013
	** 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).
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