EVP, CLO & Secretary Czachor Bruce was granted 33,410 shares and returned 63,476 shares to the company, closing all direct ownership in the company (SEC Form 4)
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
Piedmont Lithium Inc. [ PLL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2025 | ||||||||||||||||||||||||||
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, par value $0.0001 | 08/29/2025 | A(1) | 33,410 | A | $0 | 63,476 | D | |||
Common Stock, par value $0.0001 | 08/29/2025 | D(2) | 63,476 | D | (2) | 0 | D |
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 (right to buy) | $16 | 08/29/2025 | D(3) | 41,263 | 12/31/2026 | 03/04/2034 | Common Stock, par value $0.0001 | 41,263 | (3) | 0 | D | ||||
Stock Option (right to buy) | $67.5 | 08/29/2025 | D(3) | 7,259 | 12/31/2025 | 03/07/2033 | Common Stock, par value $0.0001 | 7,259 | (3) | 0 | D | ||||
Stock Option (right to buy) | $55 | 08/29/2025 | D(3) | 9,069 | (4) | 02/28/2032 | Common Stock, par value $0.0001 | 9,069 | (3) | 0 | D | ||||
Stock Option (right to buy) | $55 | 08/29/2025 | D(3) | 15,871 | 12/31/2024 | 02/28/2032 | Common Stock, par value $0.0001 | 15,871 | (3) | 0 | D | ||||
Stock Option (right to buy) | $65 | 08/29/2025 | D(3) | 2,157 | (5) | 05/19/2031 | Common Stock, par value $0.0001 | 2,157 | (3) | 0 | D |
Explanation of Responses: |
1. Piedmont Lithium Inc. ("Piedmont"), Sayona Mining Limited ("Sayona") and Shock MergeCo Inc. ("Merger Sub") are parties to the Agreement and Plan of Merger, dated as of November 18, 2024 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub was merged with and into Piedmont (the "Merger"). Pursuant to the Merger Agreement, the performance conditions underlying these performance stock units were deemed satisfied based on the greater of target or actual performance at the effective time of the Merger. |
2. At the effective time of the Merger, (i) each share of common stock of Piedmont was converted into the right to receive 527 ordinary shares of Sayona and (ii) each restricted stock unit of Piedmont was converted into 527 restricted stock units of Sayona. |
3. At the effective time of the Merger, each stock option to purchase a share of common stock of Piedmont was converted into a stock option to purchase 527 ordinary shares of Sayona. |
4. These stock options vested in three equal annual installments on December 31, 2022, December 31, 2023 and December 31, 2024. |
5. These stock options vested in three equal annual installments on December 31, 2021, December 31, 2022 and December 31, 2023. |
/s/ Bruce Czachor | 08/29/2025 | |
** 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. |