Amendment: Director Wilkerson Sonja Michelle returned 3,533 shares to the company, decreasing direct ownership by 17% to 17,216 units (SEC Form 4)
$KOP
Forest Products
Basic Materials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Koppers Holdings Inc. [ KOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/04/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/08/2023 |
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 | 03/07/2025 | D(1) | 3,533(1) | D | (1) | 17,216(1) | D | |||
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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 | ||||||||
| Restricted Stock Units | (2) | 05/04/2023 | A | 3,513(3) | (4) | (4) | Common Stock | 3,513 | $0 | 9,918 | D | ||||
| Dividend Equivalent Rights | (5) | 03/25/2024 | A | 20(6) | (5) | (5) | Common Stock | 20 | $0 | 108.615 | D | ||||
| Dividend Equivalent Rights | (7) | 03/07/2025 | A | 20.219 | (4) | (4) | Common Stock | 20.219 | $0 | 128.34 | D | ||||
| Explanation of Responses: |
| 1. As disclosed in this Form 4 amendment, the reporting person inadvertently reported 3,513 RSUs and 20 DERs in Table I in the reporting person's previously-filed Forms 4. In fact, as reported in this amendment, the reporting person directly owns 17,216 shares of common stock. |
| 2. Restricted Stock Units ("RSUs") represent the right to receive shares of common stock on a one-for-one basis. |
| 3. This Form 4 amendment is being filed to correctly report in Table II the award of 3,513 RSUs to the reporting person that are subject to the Koppers Holdings Inc. Director Deferred Compensation Plan (the "Plan"). These RSUs were inadvertently reported in Table I on the reporting person's Form 4 filed May 8, 2023. |
| 4. Once released, the RSUs corresponding to these dividend equivalent rights ("DERs") will become payable according to the election of payment designation that was filed by the reporting person subject to the Plan. Such payment will be either lump sum or in annual installments commencing on the May 31st next following the reporting person's separation from service (as defined under the Plan) or, if later, and elected by the reporting person at the time he/she first elects to defer any payment under the Plan, May 31st of the year specified by the reporting person. |
| 5. The DERs accrued with respect to additional RSUs credited to the reporting person with respect to RSUs granted on May 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock. |
| 6. This Form 4 amendment is being filed to correctly report in Table II the accrual of 20 DERs to the reporting person with respect to RSUs granted to the reporting person on May 4, 2023. These DERs were inadvertently reported in Table I as the conversion of a derivative security on the reporting person's Form 4 filed May 6, 2024. |
| 7. The DERs accrued with respect to additional time-based RSUs credited to the reporting person with respect to deferred compensation. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock. |
| /s/ Stephanie L. Apostolou, Attorney in Fact | 03/11/2025 | |
| ** 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. | ||