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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PYXUS INTERNATIONAL, INC. [ PYYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 05/10/2024 | D | 27,000(2) | (3) | 03/31/2028 | Common Stock | 27,000 | $0 | 0 | D | ||||
Restricted Stock Units | (1) | 05/10/2024 | A | 27,000(2) | (4) | 03/31/2031 | Common Stock | 27,000 | $0 | 27,000 | D | ||||
Restricted Stock Units | (1) | 05/10/2024 | A | 70,000 | (5) | 03/31/2031 | Common Stock | 70,000 | $0 | 70,000 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of Pyxus International, Inc. common stock. |
2. Reports the amendment to outstanding restricted stock units to extend the period by which the condition to vesting must be satisfied, revise the contingent events triggering vesting and provide for vesting upon the occurrence of certain events qualifying as a Change in Control, which amendments are deemed to effect a disposition of the outstanding restricted stock units and the re-grant of restricted stock units of the same amount having the amended terms. Such amendments were approved by the Compensation Committee of the Board of Directors of Pyxus International, Inc. |
3. The restricted stock units were awarded on July 6, 2021 and were fully earned for vesting, based on continued employment, through March 31, 2024, with vesting contingent upon Pyxus International, Inc.'s common stock being listed for trading on a securities exchange registered with the SEC under Section 6 of the Securities Exchange Act of 1934 or an approved foreign securities exchange. |
4. The restricted stock units were fully earned for vesting, based on continued employment, through March 31, 2024, with vesting contingent upon the earliest to occur (such earliest event to occur being referred to as the Vesting Event) of the following: (i) March 31, 2031; (ii) the occurrence of a Change in Control (as defined in the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan) as a result of a merger, consolidation, share exchange or sale of all or substantially all of the assets of the Company; or (iii) Pyxus International, Inc.'s common stock being listed for trading on a securities exchange registered with the SEC under Section 6 of the Securities Exchange Act of 1934 or an approved foreign securities exchange. |
5. The restricted stock units were awarded on May 10, 2024 and are to be earned for vesting, subject to continued employment, in equal installments on May 10, 2025, March 31, 2026 and March 31, 2027, with vesting being further subject to the occurrence of the Vesting Event. |
Remarks: |
/s/ Christopher Meredith, Attorney-In-Fact | 05/14/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |