0000931948-17-000045.txt : 20170505
0000931948-17-000045.hdr.sgml : 20170505
20170505114200
ACCESSION NUMBER: 0000931948-17-000045
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170504
FILED AS OF DATE: 20170505
DATE AS OF CHANGE: 20170505
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: STILLWATER MINING CO /DE/
CENTRAL INDEX KEY: 0000931948
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090]
IRS NUMBER: 810480654
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 26 WEST DRY CREEK CIRCLE
STREET 2: SUITE 400
CITY: LITTLETON
STATE: CO
ZIP: 80120
BUSINESS PHONE: 406.373.8700
MAIL ADDRESS:
STREET 1: 26 WEST DRY CREEK CIRCLE
STREET 2: SUITE 400
CITY: LITTLETON
STATE: CO
ZIP: 80120
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bee George M
CENTRAL INDEX KEY: 0001563172
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13053
FILM NUMBER: 17816980
MAIL ADDRESS:
STREET 1: 70 THE KINGSWAY
CITY: ETOBICOKE
STATE: A6
ZIP: M8X 2T4
4
1
wf-form4_149399890646119.xml
FORM 4
X0306
4
2017-05-04
1
0000931948
STILLWATER MINING CO /DE/
SWC
0001563172
Bee George M
70 THE KINGSWAY
ETOBICOKE
A6
M8X 2T4
ONTARIO, CANADA
1
0
0
0
Common stock
2017-05-04
4
D
0
24354
18
D
0
D
Deferred Share Units
2017-05-04
4
D
0
23275
18
D
Common stock
23275.0
0
D
On May 4, 2017, pursuant to the agreement and plan of merger dated December 9, 2016 (the "Merger Agreement"), among the Issuer, Sibanye Gold Limited, a public company organized under the laws of South Africa ("Sibanye"), Thor US HoldCo Inc., a Delaware corporation and an indirect wholly owned subsidiary of Sibanye ("US Holdco"), and Thor Mergco Inc., a Delaware corporation and a direct wholly owned subsidiary of US Holdco ("Merger Sub") Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer as the surviving corporation. Upon closing of the Merger, each of the Issuer's shares of Common Stock, par value $0.01 per share (the "Shares"), not owned directly or indirectly by the Issuer, Sibanye, or any of their direct or indirect subsidiaries, was converted into the right to receive $18.00 in cash (the "Merger Consideration"). The amount of the Reporting Person's common stock listed in Table I includes 1,753 shares maintained in a 409A account.
Represents Shares underlying Deferred Share Units ("DSUs") outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, any vesting conditions applicable to each outstanding DSU automatically accelerated in full, each such DSU was canceled, and the Reporting Person was entitled to receive (without interest) an amount in cash equal to the product of (x) the total number of Shares subject to the DSU, multiplied by (y) the Merger Consideration.
/s/ George M. Bee
2017-05-05