0001104659-20-140962.txt : 20201231
0001104659-20-140962.hdr.sgml : 20201231
20201231160120
ACCESSION NUMBER: 0001104659-20-140962
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201229
FILED AS OF DATE: 20201231
DATE AS OF CHANGE: 20201231
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GLENCORE INTERNATIONAL AG
CENTRAL INDEX KEY: 0001032383
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34474
FILM NUMBER: 201428864
BUSINESS ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
STREET 2: P O BOX 555 CH 6341 BAAR
CITY: SWITZERLAND
BUSINESS PHONE: 4142227722
MAIL ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
STREET 2: P O BOX 555 CH 6341 BAAR
CITY: SWITZERLAND
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Glencore plc
CENTRAL INDEX KEY: 0001521365
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880]
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34474
FILM NUMBER: 201428865
BUSINESS ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
CITY: BAAR
STATE: V8
ZIP: CH-6341
BUSINESS PHONE: 41 41 709 2000
MAIL ADDRESS:
STREET 1: BAARERMATTSTRASSE 3
CITY: BAAR
STATE: V8
ZIP: CH-6341
FORMER NAME:
FORMER CONFORMED NAME: Glencore Xstrata plc
DATE OF NAME CHANGE: 20130606
FORMER NAME:
FORMER CONFORMED NAME: GLENCORE INTERNATIONAL PLC
DATE OF NAME CHANGE: 20110520
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CENTURY ALUMINUM CO
CENTRAL INDEX KEY: 0000949157
STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334]
IRS NUMBER: 133070826
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1 SOUTH WACKER DRIVE
STREET 2: SUITE 1000
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: 3126963101
MAIL ADDRESS:
STREET 1: 1 SOUTH WACKER DRIVE
STREET 2: SUITE 1000
CITY: CHICAGO
STATE: IL
ZIP: 60606
4
1
tm2039686-1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-12-29
0
0000949157
CENTURY ALUMINUM CO
CENX
0001032383
GLENCORE INTERNATIONAL AG
BAARERMATTSTRASSE 3
P.O. BOX 1363
BAAR
V8
CH-6340
SWITZERLAND
0
0
1
0
0001521365
Glencore plc
BAARERMATTSTRASSE 3
P.O. BOX 1363
BAAR
V8
CH-6340
SWITZERLAND
0
0
1
0
Cash Settled Total Return Swap
2020-12-29
4
X
1
1
D
Common Stock
4729302
0
D
Glencore International AG ("Glencore International"), a direct wholly-owned subsidiary of Glencore plc, previously received economic exposure with respect to 4,729,302 shares of common stock pursuant to a cash-settled total return swap (the "Swap") entered into between Glencore International and Citigroup Global Markets Inc. (together with its successors in interest under the Swap, "Citi"), with an initial expiration date of September 17, 2012 (subsequently extended to April 17, 2021).
Upon expiration of the Swap, (i) Glencore International would have been obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted average price of the common stock from the $9.71927 per share volume weighted average price calculated during the initial averaging period for the Swap (which ended on September 15, 2010) to the volume weighted average price of the common stock during the final valuation period preceding the expiration of the term of the Swap, or (ii) Citi would have been obligated to make a cash payment to Glencore International with respect to any appreciation in such volume weighted average price based on the above period.
Under the terms of the Swap, generally, Glencore International was obligated to pay to Citi certain fees and commissions and Citi was obligated to pay to Glencore International an amount in cash equal to any dividends that would have been paid by the issuer on the Subject Shares.
On September 28, 2020 the parties terminated the Swap, and a net settlement amount of $679,865 (equal to the difference between (i) a final valuation amount based on the volume weighted average price of the common stock during a final valuation period between the termination date and December 29, 2020, and (ii) the original valuation amount equal to the per share initial reference price of $9.71927 multiplied by the 4,729,302 shares referenced by the Swap), became due from Glencore International to Citi.
The Swap was held directly by Glencore International, and may be deemed to have been beneficially owned indirectly by Glencore plc. The Swap did not give the reporting persons direct or indirect voting, investment or dispositive control over any securities of the issuer, and accordingly, the reporting persons disclaim any beneficial ownership in the shares of common stock referenced by the swaps.
GLENCORE INTERNATIONAL AG: By: /s/ John Burton; Name: John Burton; Title: Director
2020-12-31
GLENCORE INTERNATIONAL AG: By: /s/ Martin Haering; Name: Martin Haering; Title: Officer
2020-12-31
GLENCORE PLC: By: /s/ John Burton; Name: John Burton; Title: Company Secretary
2020-12-31