0001437749-19-014063.txt : 20190716
0001437749-19-014063.hdr.sgml : 20190716
20190716164408
ACCESSION NUMBER: 0001437749-19-014063
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190716
FILED AS OF DATE: 20190716
DATE AS OF CHANGE: 20190716
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Whitaker Ronald C
CENTRAL INDEX KEY: 0001365411
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35938
FILM NUMBER: 19957532
MAIL ADDRESS:
STREET 1: C/O STURM RUGER & COMPANY INC
STREET 2: ONE LACEY PLACE
CITY: SOUTHPORT
STATE: CT
ZIP: 06890
FORMER NAME:
FORMER CONFORMED NAME: Whitaker Ronald T
DATE OF NAME CHANGE: 20060607
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GLOBAL BRASS & COPPER HOLDINGS, INC.
CENTRAL INDEX KEY: 0001533526
STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350]
IRS NUMBER: 061826563
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 475 N. MARTINGALE ROAD
STREET 2: SUITE 1200
CITY: SCHAUMBURG
STATE: IL
ZIP: 60173
BUSINESS PHONE: 847-240-4700
MAIL ADDRESS:
STREET 1: 475 N. MARTINGALE ROAD
STREET 2: SUITE 1200
CITY: SCHAUMBURG
STATE: IL
ZIP: 60173
4
1
rdgdoc.xml
FORM 4
X0306
4
2019-07-16
1
0001533526
GLOBAL BRASS & COPPER HOLDINGS, INC.
BRSS
0001365411
Whitaker Ronald C
475 N. MARTINGALE ROAD
SUITE 1200
SCHAUMBURG
IL
60173
1
Common Stock, par value $0.01 per share
2019-07-16
4
U
0
30207
44
D
0
D
On April 9, 2019, Global Brass and Copper Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Wieland Holdings, Inc., an Illinois corporation ("Parent"), Elephant Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent ("Merger Sub") and Wieland-Werke Aktiengesellschaft, a German stock corporation ("Parent Holdco"), pursuant to which Parent Holdco would acquire the Company. On July 16, 2019, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned indirect subsidiary of Parent (the "Merger").
As consideration for the Merger, each share of common stock of the Company (the "Shares") (other than Shares owned by the Company in treasury or by Parent Holdco, Parent or Merger Sub, or any wholly owned subsidiary of Parent Holdco (other than Parent and Merger Sub)) was automatically canceled and converted into the right to receive an amount in cash equal to $44, without interest thereon and less any applicable withholding taxes.
/s/ Anne-Marie W. D'Angelo, as Attorney-in-Fact
2019-07-16