0000918160-20-000050.txt : 20200313
0000918160-20-000050.hdr.sgml : 20200313
20200313182301
ACCESSION NUMBER: 0000918160-20-000050
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200313
FILED AS OF DATE: 20200313
DATE AS OF CHANGE: 20200313
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kercsmar Michael A
CENTRAL INDEX KEY: 0001670190
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13696
FILM NUMBER: 20714520
MAIL ADDRESS:
STREET 1: 9227 CENTRE POINTE DRIVE
CITY: WEST CHESTER
STATE: OH
ZIP: 45069
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AK STEEL HOLDING CORP
CENTRAL INDEX KEY: 0000918160
STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312]
IRS NUMBER: 311401455
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9227 CENTRE POINTE DRIVE
CITY: WEST CHESTER
STATE: OH
ZIP: 45069
BUSINESS PHONE: 5134255000
MAIL ADDRESS:
STREET 1: 9227 CENTRE POINTE DRIVE
CITY: WEST CHESTER
STATE: OH
ZIP: 45069
4
1
wf-form4_158413815797955.xml
FORM 4
X0306
4
2020-03-13
1
0000918160
AK STEEL HOLDING CORP
AKS
0001670190
Kercsmar Michael A
9227 CENTRE POINTE DRIVE
WEST CHESTER
OH
45069
0
1
0
0
VP Specialty Steel Operations
Common Stock
2020-03-13
4
D
0
54801
D
0
D
Employee Stock Option (Right to Buy)
3.03
2020-03-13
4
D
0
20700
D
2030-01-22
Common Stock
20700.0
0
D
Employee Stock Option (Right to Buy)
2.655
2020-03-13
4
D
0
21008
D
2029-01-23
Common Stock
21008.0
0
D
Employee Stock Option (Right to Buy)
6.56
2020-03-13
4
D
0
14500
D
2028-01-17
Common Stock
14500.0
0
D
Employee Stock Option (Right to Buy)
9.78
2020-03-13
4
D
0
8000
D
2027-01-18
Common Stock
8000.0
0
D
Employee Stock Option (Right to Buy)
1.74
2020-03-13
4
D
0
5400
D
2026-01-20
Common Stock
5400.0
0
D
Employee Stock Option (Right to Buy)
2.645
2020-03-13
4
D
0
17050
D
2025-07-22
Common Stock
17050.0
0
D
Employee Stock Option (Right to Buy)
3.975
2020-03-13
4
D
0
6900
D
2025-01-21
Common Stock
6900.0
0
D
Employee Stock Option (Right to Buy)
6.72
2020-03-13
4
D
0
4100
D
2024-01-22
Common Stock
4100.0
0
D
Employee Stock Option (Right to Buy)
4.59
2020-03-13
4
D
0
2700
D
2023-01-23
Common Stock
2700.0
0
D
Employee Stock Option (Right to Buy)
9.11
2020-03-13
4
D
0
2700
D
2022-01-18
Common Stock
2700.0
0
D
Employee Stock Option (Right to Buy)
14.57
2020-03-13
4
D
0
1531
D
2021-01-19
Common Stock
1531.0
0
D
Employee Stock Option (Right to Buy)
14.98
2020-03-13
4
D
0
2700
D
2020-05-26
Common Stock
2700.0
0
D
Performance Shares
2020-03-13
4
D
0
6500
D
2020-12-31
Common Stock
6500.0
0
D
Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated December 2, 2019 (the "Merger Agreement"), among the Issuer, Cleveland-Cliffs Inc. ("Cliffs") and Pepper Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Cliffs, and each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.400 (the "Exchange Ratio") of a common share of Cliffs, together with cash in lieu of any fractional Cliffs common shares. The closing price of a share of Common Stock on March 12, 2020 (the last trading day prior to the Merger) was $1.55, and the closing price of a Cliffs common share on the same date was $4.06.
This option, which would have vested in three equal installments beginning on January 22, 2021, was converted into an option to purchase 8,280 Cliffs common shares at an exercise price of $7.58 per share on the same vesting terms.
In accordance with the terms of the Merger Agreement, each stock option of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested), other than certain options that were canceled in exchange for a cash payment, was automatically converted into an option to purchase a number of Cliffs common shares equal to the total number of shares of Common Stock subject to such option immediately prior to the effective time of the Merger, multiplied by the Exchange Ratio, and at a per-share exercise price equal to the per-share exercise price applicable to the option immediately prior to the effective time of the Merger, divided by the Exchange Ratio.
One-third of this option was vested at the time of the Merger. The option was converted into an option to purchase 8,403 Cliffs common shares at an exercise price of $6.64 per share, with the remaining two-thirds of the option vesting in two equal installments on January 23, 2021 and January 23, 2022.
Two-thirds of this option was vested at the time of the Merger. The option was converted into an option to purchase 5,800 Cliffs common shares at an exercise price of $16.39 per share, with the remaining one-thirds of the option vesting on January 17, 2021.
This option was fully vested and exercisable at the time of the Merger.
In accordance with the terms of the Merger Agreement and an election made by the Reporting Person pursuant thereto, at the effective time of the Merger, each of these options (whether vested or unvested) was automatically cancelled in exchange for the right to receive a cash payment in the amount equal to the product of (i) the number of shares of Common Stock subject to such option immediately prior to the effective time of the Merger and (ii) the amount, if any, by which $3.395 exceeds the exercise price per share of Common Stock subject to such option, less any required withholding taxes.
Represents performance shares of the Issuer that were previously reported in connection with a performance share award granted on January 17, 2018.
In accordance with the terms of the Merger Agreement, each performance share award of the Issuer outstanding immediately prior to the Effective Time of the Merger was automatically converted into a performance share award with respect to a number of Cliffs common shares equal to the number of shares of Common Stock that would have been issued under such performance share award at the achievement of target performance, multiplied by the Exchange Ratio, with the performance goals with respect thereto having been adjusted by the Issuers Management Development and Compensation Committee to take into account the transactions contemplated by the Merger Agreement.
/s/ Joseph C. Alter, attorney in fact for Mr. Kercsmar
2020-03-13