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