Statement of Changes in Beneficial Ownership (4)
18 10월 2013 - 8:21PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Curtin Joseph
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2. Issuer Name
and
Ticker or Trading Symbol
TMS International Corp.
[
TMS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Chairman
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(Last)
(First)
(Middle)
C/O TMS INTERNATIONAL CORP., 12 MONONGAHELA AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/16/2013
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(Street)
GLASSPORT, PA 15045
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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10/16/2013
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D
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101368
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D
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$17.5
(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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(2)
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10/16/2013
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D
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210717
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(2)
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(2)
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Class A Common Stock
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210717
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$17.50
(1)
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0
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D
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Employee Stock Option (Right to Buy)
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$13
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10/16/2013
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D
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50000
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(3)
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4/12/2021
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Class A Common Stock
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50000
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$4.50
(3)
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0
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D
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Employee Stock Option (Right to Buy)
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$11.18
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10/16/2013
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D
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50000
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(4)
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4/12/2022
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Class A Common Stock
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50000
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$6.32
(4)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to, and on the effective date of, the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of August 23, 2013, among the issuer, Crystal Acquisition Company, Inc. and Crystal Merger Sub, Inc., in exchange for the merger consideration of $17.50 per share in cash.
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(
2)
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Shares of Class B Common Stock are convertible on a one-for-one basis at any time, at the option of the holder, into shares of Class A Common Stock. The Class B Common Stock has no expiration date.
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(
3)
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These options were granted on April 12, 2011 and were scheduled to vest as follows: 10% on the first anniversary of the grant date, an additional 20% on the second anniversary of the grant date, an additional 30% on the third anniversary of the grant date and the remaining 40% on the fourth anniversary of the grant date. These options were canceled in the Merger in exchange for a cash payment of $225,000, representing (a) the number of shares underlying the option, multiplied by (b) the excess of $17.50 over the exercise price per share of the option.
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(
4)
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These options were granted on April 12, 2012 and were scheduled to vest as follows: 10% on the first anniversary of the grant date, an additional 20% on the second anniversary of the grant date, an additional 30% on the third anniversary of the grant date and the remaining 40% on the fourth anniversary of the grant date. These options were canceled in the Merger in exchange for a cash payment of $316,000, representing (a) the number of shares underlying the option, multiplied by (b) the excess of $17.50 over the exercise price per share of the option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Curtin Joseph
C/O TMS INTERNATIONAL CORP.
12 MONONGAHELA AVENUE
GLASSPORT, PA 15045
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X
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Executive Chairman
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Signatures
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/s/ Daniel Rosati, attorney-in-fact for Joseph Curtin
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10/18/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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