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
ACCURIDE CORP [ AURDQ.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2010 | ||||||||||||||||||||||||||
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(1) | 02/26/2010 | M | 10,000 | A | $0(3) | 10,000 | D | |||
Common Stock(1) | 02/26/2010 | J(4) | 10,000 | D | (4) | 0 | D | |||
Common Stock(2) | 02/26/2010 | J(4) | 414 | A | (4) | 414 | 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 | ||||||||
Restricted Stock Units | (5)(6) | 02/26/2010 | M | 10,000 | (5)(6) | (5)(6) | Common stock(1) | 10,000 | $0 | 0 | D | ||||
Warrant (right to buy) | $2.1 | 02/26/2010 | J(4) | 5,623 | 02/26/2010 | 02/26/2012 | Common Stock(2) | 5,623 | (4) | 5,623 | D |
Explanation of Responses: |
1. Represents shares of common stock of Accuride issued prior to the consummation of the Third Amended Joint Plan of Reorganization for Accuride, dated December 18, 2009. |
2. Represents shares of common stock of Accuride issued after the consummation of the Third Amended Joint Plan of Reorganization for Accuride, dated December 18, 2009. |
3. Shares were acquired upon the vesting and conversion of Restricted Stock Units. |
4. Pursuant to a transaction exempt under Rule 16b-7, each share of (old) Accuride common stock was cancelled and converted into the right to receive (i) 0.04145 of a share of (new) Accuride common stock and (ii) 0.56231 warrants to purchase one share of (new) Accuride common stock (subject to adjustment). The transaction was effected pursuant to the Third Amended Joint Plan of Reorganization for Accuride, dated December 18, 2009, which was previously filed as an exhibit to Form 8-K filed on February 22, 2010. |
5. Each Restricted Stock Unit ("RSU") which was granted on February 1, 2010, represents a contingent right to receive one share of Accuride common stock. 25% of the total number of RSU's granted were scheduled to vest on March 31, 2010, 25% of the total number of RSU's granted were scheduled to vest on June 30, 2010, 25% of the total number of RSU's granted were scheduled to vest on September 30, 2010, and the remaining 25% of the total number of RSU's granted were scheduled to vest on January 3, 2011. |
6. As a result of the consummation of the Third Amended Joint Plan of Reorganization for Accuride, dated December 18, 2009, a change in control was deemed to have occurred for purposes of the Accuride Non-employee Director Restricted Stock Unit Award Agreement (the "Award Agreement") applicable to this award, resulting in the immediate vesting and settlement of the RSU's subject to this award. The form of Award Agreement was previously filed as an exhibit to Form 10-K filed on March 17, 2008. |
/s/ Stephen A. Martin, by Power of Attorney | 03/02/2010 | |
** 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. |