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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pinkham Scott R

(Last)

(First)

(Middle)

1020 WEST PARK AVENUE

(Street)

KOKOMO

46904

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HAYNES INTERNATIONAL INC [ HAYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP - TUBE AND WIRE

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2024

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)
Common Stock	11/21/2024		D		28,350	D	⁽¹⁾⁽²⁾	0	D

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)
Employee Stock Option (right to buy)	$33.98	11/21/2024		D			6,157	⁽³⁾	⁽³⁾	Common Stock	6,157	⁽³⁾	0	D
Employee Stock Option (right to buy)	$30.54	11/21/2024		D			3,333	⁽³⁾	⁽³⁾	Common Stock	3,333	⁽³⁾	0	D
Employee Stock Option (right to buy)	$33.59	11/21/2024		D			3,673	⁽³⁾	⁽³⁾	Common Stock	3,673	⁽³⁾	0	D
Employee Stock Option (right to buy)	$36.65	11/21/2024		D			4,034	⁽³⁾	⁽³⁾	Common Stock	4,034	⁽³⁾	0	D
Employee Stock Option (right to buy)	$37	11/21/2024		D			6,932	⁽³⁾	⁽³⁾	Common Stock	6,932	⁽³⁾	0	D
Employee Stock Option (right to buy)	$22.64	11/21/2024		D			11,331	⁽³⁾	⁽³⁾	Common Stock	11,331	⁽³⁾	0	D
Employee Stock Option (right to buy)	$44.07	11/21/2024		D			3,440	⁽³⁾	⁽³⁾	Common Stock	3,440	⁽³⁾	0	D
Employee Stock Option (right to buy)	$48.85	11/21/2024		D			2,833	⁽³⁾	⁽³⁾	Common Stock	2,833	⁽³⁾	0	D
Employee Stock Option (right to buy)	$48.63	11/21/2024		D			3,275	⁽³⁾	⁽³⁾	Common Stock	3,275	⁽³⁾	0	D

Explanation of Responses:

1. On November 21, 2024, pursuant to the Agreement and Plan of Merger, dated as of February 4, 2024, by and among North American Stainless, Inc. ("Parent"), Warhol Merger Sub, Inc. ("Merger Sub"), Haynes International, Inc. (the "Company"), and solely for the purposes of Section 9.14, Acerinox, S.A., Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each share of Company common stock issued and outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive cash in an amount equal to $61.00, without interest.

2. The number of shares disposed of in the Merger includes 5,420 shares of restricted stock held by the reporting person as of immediately prior to the effective time of the Merger. At the effective time of the Merger, each award of Company restricted stock outstanding as of immediately prior to the effective time was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the sum of (i) the product of (A) the per share price of $61.00 and (B) the total number of shares of Company common stock subject to such award of Company restricted stock as of immediately prior to the effective time plus (ii) the amount of any accrued but unpaid dividends with respect to such award of Company restricted stock.

3. At the effective time, each Company option outstanding as of immediately prior to the effective time with an exercise price per share less than the per share price of $61.00, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares of Company common stock subject to the Company option as of immediately prior to the effective time and (ii) the excess of the per share price of $61.00 over the exercise price per share of such Company option.

	/s/ Daniel W. Maudlin, attorney-in-fact for Scott R. Pinkham	11/21/2024
	** Signature of Reporting Person	Date
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