0001104659-15-039351.txt : 20150519 0001104659-15-039351.hdr.sgml : 20150519 20150519170912 ACCESSION NUMBER: 0001104659-15-039351 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150515 FILED AS OF DATE: 20150519 DATE AS OF CHANGE: 20150519 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Noranda Aluminum Holding CORP CENTRAL INDEX KEY: 0001422105 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 208908550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-771-5760 MAIL ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34741 FILM NUMBER: 15877322 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings, L.P. CENTRAL INDEX KEY: 0001449434 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34741 FILM NUMBER: 15877323 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management GP, LLC CENTRAL INDEX KEY: 0001413410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34741 FILM NUMBER: 15877324 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management, L.P. CENTRAL INDEX KEY: 0001398053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34741 FILM NUMBER: 15877325 BUSINESS ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIF VI Management, LLC CENTRAL INDEX KEY: 0001435155 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34741 FILM NUMBER: 15877326 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management VI, L.P. CENTRAL INDEX KEY: 0001435156 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34741 FILM NUMBER: 15877327 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 a4.xml 4 X0306 4 2015-05-15 1 0001422105 Noranda Aluminum Holding CORP NOR 0001435156 Apollo Management VI, L.P. 9 WEST 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001435155 AIF VI Management, LLC 9 WEST 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001398053 Apollo Management, L.P. 2 MANHATTANVILLE ROAD SUITE 203 PURCHASE NY 10577 0 0 1 0 0001413410 Apollo Management GP, LLC TWO MANHATTANVILLE ROAD SUITE 203 PURCHASE NY 10577 0 0 1 0 0001449434 Apollo Management Holdings, L.P. 9 W. 57TH STREET NEW YORK NY 10019 0 0 1 0 0001449433 Apollo Management Holdings GP, LLC 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 Cash Settled Restricted Stock Units 0 2015-05-15 4 D 0 52904.25 0 D 2015-06-01 Common Stock 52904.25 0 I See footnote See Exhibit 99.1. [see signatures attached as Exhibit 99.2] 2015-05-19 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

(1) This Statement on Form 4 reflects the forfeiture on May 15, 2015 of all of the cash-settled restricted stock units issued by Noranda Aluminum Holdings Corporation (the “Issuer”) to Apollo Management VI, L.P. (“Management VI”) in lieu of restricted stock units that would otherwise be granted under the Issuer’s director compensation program to directors that were affiliate with Management VI or its affiliates (the “Apollo Individuals”), which occurred upon the resignation of all of the Apollo Individuals from the Issuer’s board of directors on that date. The cash-settled restricted stock units that were forfeited also includes an aggregate of 404.25 cash-settled restricted stock units that were granted to Management VI in lieu of recurring cash dividends on September 17, 2014, December 8, 2014 and March 25, 2015 with respect to cash-settled restricted stock units held by Management VI. The cash-settled restricted stock units were held by Management VI for its own benefit.

AIF VI Management, LLC (“AIF VI Management”) is the general partner of Management VI. Apollo Management, L.P. (“Apollo Management”) is the sole member and manager of AIF VI Management, and Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of Management GP, and Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers, as well as principal executive officers, of Management Holdings GP. Each of AIF VI Management, Apollo Management, Management GP, Management Holdings, Management Holdings GP, and Messrs. Black, Harris and Rowan, disclaims beneficial ownership of any of the restricted stock units granted to Management VI, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The address for Management VI, AIF VI Management, Apollo Management, Management GP, Management Holdings, Management Holdings GP, and Messrs. Black, Harris and Rowan, is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

1

EX-99.2 3 ex-99d2.htm EX-99.2

Exhibit 99.2

This Statement on Form 4 is filed by: (i) Apollo Management VI, L.P., (ii) AIF VI Management, LLC, (iii) Apollo Management, L.P., (iv) Apollo Management GP, LLC, (v) Apollo Management Holdings, L.P. and (vi) Apollo Management Holdings GP, LLC

Name of Designated Filer: Apollo Management VI, L.P.

Date of Event Requiring Statement: May 15, 2015

Issuer Name and Ticker or Trading Symbol: Noranda Aluminum Holding Corp [NOR]

	APOLLO MANAGEMENT VI, L.P.

	By:	AIF VI Management, LLC
		its General Partner

		By:	/s/ Laurie D. Medley
			Laurie D. Medley
			Vice President


	AIF VI MANAGEMENT, LLC

	By:	/s/ Laurie D. Medley
		Laurie D. Medley
		Vice President


	APOLLO MANAGEMENT, L.P.

	By:	Apollo Management GP, LLC
		its General Partner

		By:	/s/ Laurie D. Medley
			Laurie D. Medley
			Vice President


	APOLLO MANAGEMENT GP, LLC

	By:	/s/ Laurie D. Medley
		Laurie D. Medley
		Vice President


	APOLLO MANAGEMENT HOLDINGS, L.P.

	By:	Apollo Management Holdings GP, LLC
		its General Partner

		By:	/s/ Laurie D. Medley
			Laurie D. Medley
			Vice President


	APOLLO MANAGEMENT HOLDINGS GP, LLC

	By:	/s/ Laurie D. Medley
		Laurie D. Medley
		Vice President