0001104659-21-064090.txt : 20210510 0001104659-21-064090.hdr.sgml : 20210510 20210510190258 ACCESSION NUMBER: 0001104659-21-064090 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210507 FILED AS OF DATE: 20210510 DATE AS OF CHANGE: 20210510 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: 21909046 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: 21909045 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 tm2115830d1_4.xml OWNERSHIP DOCUMENT X0306 4 2021-05-07 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 2021-05-07 4 X 1 1 D Common Stock 4400000 0 D Glencore International AG ("Glencore International"), a direct wholly-owned subsidiary of Glencore plc, previously received economic exposure with respect to 4,400,000 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 March 11, 2013 (subsequently extended to April 17, 2021). Upon expiration of the Swap, (i) Glencore International is 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 $16.6582 per share volume weighted average price calculated during the initial averaging period for the Swap in March 2011 to the volume weighted average price of the common stock during the final valuation period at the expiration of the term of the Swap, or (ii) Citi is obligated to make a cash payment to Glencore International with respect to any appreciation in such volume weighted average price during the same 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 number of shares referenced by the Swap. On April 17, 2021 the Swap expired in accordance with its terms and a net settlement amount of $4,039,728 (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 ending on May 7, 2021, and (ii) the original valuation amount equal to the per share initial reference price of $16.6582 multiplied by the 4,400,000 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 2021-05-10 GLENCORE INTERNATIONAL AG: By: /s/ Martin Haering; Name: Martin Haering; Title: Officer 2021-05-10 GLENCORE PLC: By: /s/ John Burton; Name: John Burton; Title: Company Secretary 2021-05-10