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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KAISER ALUMINUM CORP [ KALU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.01 per share | 03/05/2022 | A | 1,564(1) | A | $0(1) | 36,307(2) | D | |||
Common Stock, par value $0.01 per share | 03/05/2022 | A | 395(3) | A | $0(3) | 36,702(2) | D | |||
Common Stock, par value $0.01 per share | 03/05/2022 | F(4) | 119 | D | $95.13 | 36,583(2) | D | |||
Common Stock, par value $0.01 per share | 03/05/2022 | F(5) | 264 | D | $95.13 | 36,319(6) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Grant to the reporting person effective as of March 5, 2022 of restricted stock units under the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan. All restrictions will lapse on March 5, 2025 or earlier upon the occurrence of certain specified circumstances. |
2. Includes 30,267 shares acquired pursuant to grants of restricted stock units. |
3. Shares earned upon the vesting on March 5, 2022 of certain performance shares granted to the reporting person in 2019 under the Kaiser Aluminum Corporation 2016 Equity and Incentive Compensation Plan. On March 5, 2022, the Registrant's compensation committee certified the performance shares payout multiplier based on the level of achievement by the Registrant of certain pre-established performance goals for 2019 through 2021. |
4. Shares withheld to satisfy the withholding tax obligations resulting from the vesting on March 5, 2022 of the above-referenced performance shares. |
5. Shares withheld to satisfy the withholding tax obligations resulting from the vesting on March 5, 2022 of certain shares granted to the reporting person in 2019 under the Kaiser Aluminum Corporation 2016 Equity and Incentive Compensation Plan. |
6. Includes 29,198 shares acquired pursuant to grants of restricted stock units. |
Remarks: |
/s/ Cherrie I. Tsai, with power of attorney for Jason D. Walsh | 03/08/2022 | |
** 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. |