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^*

Smith Layle Kiplind

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2015

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)

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)
Restricted Stock	⁽¹⁾	06/10/2015		A		246		⁽²⁾	⁽²⁾	Common stock	246	$0	124,099	D
Restricted Stock	⁽¹⁾	06/10/2015		A		924		⁽³⁾	⁽³⁾	Common stock	924	$0	125,023	D
Restricted Stock	⁽¹⁾	06/10/2015		A		1,219		⁽⁴⁾	⁽⁴⁾	Common stock	1,219	$0	126,242	D

Explanation of Responses:

1. Each share of restricted stock is the economic equivalent of one share of Issuer common stock.

2. This report relates to shares of restricted stock awarded in the form of dividend equivalents on unvested underlying shares of restricted stock awarded on April 12, 2013, and on unvested underlying shares of restricted stock previously awarded as dividend equivalents thereon. Subsequent to the grant date, these shares of restricted stock will vest at the same times, and in the same proportions, as the previously awarded shares of restricted stock to which they relate. The outstanding shares of restricted stock will vest on April 12, 2016.

3. This report relates to shares of restricted stock awarded in the form of dividend equivalents on unvested underlying shares of restricted stock awarded on May 2, 2014, and on unvested underlying shares of restricted stock previously awarded as dividend equivalents thereon. Subsequent to the grant date, these shares of restricted stock will vest at the same times, and in the same proportions, as the previously awarded shares of restricted stock to which they relate. One-third of the outstanding shares of restricted stock will vest on May 2, 2015, and the remaining two-thirds will vest on May 2, 2016.

4. This report relates to shares of restricted stock awarded in the form of dividend equivalents on unvested underlying shares of restricted stock awarded on May 18, 2015, and on unvested underlying shares of restricted stock previously awarded as dividend equivalents thereon. Subsequent to the grant date, these shares of restricted stock will vest at the same times, and in the same proportions, as the previously awarded shares of restricted stock to which they relate. One-fourth of the outstanding shares of restricted stock will vest on each of May 18, 2016 and May 18, 2017, and the remaining one-half of the outstanding shares of restricted stock will vest on May 18, 2018.

Remarks:

	/s/ Gail E. Lehman, Attorney-in-Fact for Layle K. Smith	06/12/2015
	** 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.
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