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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CENTURY ALUMINUM CO [ CENX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2010 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 05/12/2010 | C | 2,000 | A | $11.59(1) | 36,205,317 | D(2) |
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 | ||||||||
Stock Option | $11.59 | 05/12/2010 | C | 2,000 | (1) | 06/05/2010 | Common Stock | 2,000 | (1) | 19,000(3) | I | By nominee(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The shares of common stock reported in Table I represents shares of common stock acquired upon exercise of 2,000 stock options by Mr. Willy R. Strothotte, who held the options as nominee for Glencore AG. As a result of the exercise of the options, the acquired shares are now held directly by Glencore AG. The options were granted on June 5, 2000 and vested and became exercisable in four equal installments on each of (i) the date three months following the date of grant, (ii) the date six months following the date of grant, (iii) the date nine months following the date of grant and (iv) the first anniversary of the date of grant. |
2. The shares of common stock reported in Table I are held directly, and the stock options reported in Table II are held indirectly, by Glencore AG, a direct wholly-owned subsidiary of Glencore International AG, and indirectly by Glencore International AG and its controlling shareholder, Glencore Holding AG. |
3. Represents options granted to Mr. Willy R. Strothotte, a director of the issuer, between June 28, 2001 and May 24, 2007, which Mr. Strothotte holds as nominee for Glencore AG. Options vest and become exercisable in four equal installments on each of (i) the date three months following the date of grant, (ii) the date six months following the date of grant, (iii) the date nine months following the date of grant and (iv) the first anniversary of the date of grant. The options will expire and cease to be exercisable on the respective tenth anniversaries of the date of grant. |
GLENCORE AG - /s/ Barbara Bodmer, Officer and /s/ Stefan Peter, Officer | 05/14/2010 | |
GLENCORE INTERNATIONAL AG - /s/ Richard Marshall, Officer and /s/ Steven Blumgart, Officer | 05/14/2010 | |
GLENCORE HOLDING AG - /s/ Willy R. Strothotte, Director and /s/ Andreas Hubmann, Officer | 05/14/2010 | |
** 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. |