0000931948-17-000051.txt : 20170508
0000931948-17-000051.hdr.sgml : 20170508
20170508125911
ACCESSION NUMBER: 0000931948-17-000051
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170504
FILED AS OF DATE: 20170508
DATE AS OF CHANGE: 20170508
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: KOSS KRISTEN K
CENTRAL INDEX KEY: 0001584007
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13053
FILM NUMBER: 17821447
MAIL ADDRESS:
STREET 1: STILLWATER MINING COMPANY
STREET 2: 1321 DISCOVERY DRIVE
CITY: BILLINGS
STATE: MT
ZIP: 59102
4
1
wf-form4_149426273763296.xml
FORM 4
X0306
4
2017-05-04
1
0000931948
STILLWATER MINING CO /DE/
SWC
0001584007
KOSS KRISTEN K
STILLWATER MINING COMPANY
536 EAST PIKE AVENUE
COLUMBUS
MT
59019
0
1
0
0
Vice President
Common stock
2017-05-04
4
D
0
28636
18
D
0
D
Common stock
2017-05-04
4
D
0
3667
18
D
0
D
Common stock
2017-05-04
4
D
0
16676
18
D
0
D
No securities are beneficially owned
18.0
2017-05-04
4
A
0
3667
0
A
2017-05-04
2019-12-31
Common stock
3667.0
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").
Includes 5,165 Shares underlying time-based Restricted Stock Units ("RSUs") granted prior to 2017 outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, any vesting conditions applicable to each outstanding RSU granted prior to 2017 automatically accelerated in full, each such RSU 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 RSU, multiplied by (y) the Merger Consideration. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
Represents Shares underlying RSUs granted in 2017 and outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, each RSU granted in 2017 was automatically converted into a right to receive an amount in cash equal to the Merger Consideration, without interest, subject to forfeiture by reason of any resignation of employment without good reason or termination of employment for cause during the vesting period with the Issuer and its affiliates. There is no acceleration or other change as to vesting, payment or settlement of the RSUs granted in 2017.
Represents Shares underlying performance-based Restricted Stock Units ("PSUs") granted prior to 2017 outstanding immediately prior to the closing of the Merger. Pursuant to the Merger Agreement, any vesting conditions applicable to each outstanding PSU granted prior to 2017 automatically accelerated in full, each such PSU 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 PSU, multiplied by (y) the Merger Consideration. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
/s/ Kristen K. Koss
2017-05-08