4//SEC Filing
Losch Marlin C III 4
Accession 0001415889-24-027446
CIK 0000858655other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 5:18 PM ET
Size
23.9 KB
Accession
0001415889-24-027446
Insider Transaction Report
Form 4
Losch Marlin C III
VP North American Sales
Transactions
- Disposition to Issuer
Common Stock
2024-11-21−32,672→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2024-11-21−5,476→ 0 totalExercise: $30.54→ Common Stock (5,476 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-11-21−6,035→ 0 totalExercise: $33.59→ Common Stock (6,035 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-11-21−6,627→ 0 totalExercise: $36.65→ Common Stock (6,627 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-11-21−6,883→ 0 totalExercise: $37.00→ Common Stock (6,883 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-11-21−11,252→ 0 totalExercise: $22.64→ Common Stock (11,252 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-11-21−3,620→ 0 totalExercise: $44.07→ Common Stock (3,620 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-11-21−2,988→ 0 totalExercise: $48.85→ Common Stock (2,988 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-11-21−3,475→ 0 totalExercise: $48.63→ Common Stock (3,475 underlying)
Footnotes (3)
- [F1]On November 21, 2024, pursuant to the Agreement and Plan of Merger, dated as of February 4, 2024, by and among North American Stainless, Inc. ("Parent"), Warhol Merger Sub, Inc. ("Merger Sub"), Haynes International, Inc. (the "Company"), and solely for the purposes of Section 9.14, Acerinox, S.A., Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each share of Company common stock issued and outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive cash in an amount equal to $61.00, without interest.
- [F2]The number of shares disposed of in the Merger includes 7,862 shares of restricted stock held by the reporting person as of immediately prior to the effective time of the Merger. At the effective time of the Merger, each award of Company restricted stock outstanding as of immediately prior to the effective time was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the sum of (i) the product of (A) the per share price of $61.00 and (B) the total number of shares of Company common stock subject to such award of Company restricted stock as of immediately prior to the effective time plus (ii) the amount of any accrued but unpaid dividends with respect to such award of Company restricted stock.
- [F3]At the effective time, each Company option outstanding as of immediately prior to the effective time with an exercise price per share less than the per share price of $61.00, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares of Company common stock subject to the Company option as of immediately prior to the effective time and (ii) the excess of the per share price of $61.00 over the exercise price per share of such Company option.
Documents
Issuer
HAYNES INTERNATIONAL INC
CIK 0000858655
Entity typeother
Related Parties
1- filerCIK 0001393035
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 5:18 PM ET
- Size
- 23.9 KB