SEC Form 4: Myers Timothy Donald returned $9,765,210 worth of shares to the company (325,507 units at $30.00), returned $7,661,430 worth of Restricted Stock Units to the company (255,381 units at $30.00), returned $1,092,660 worth of Deferred Stock Units to the company (36,422 units at $30.00) and returned $11,492,100 worth of Performance-Based Restricted Stock Units to the company (383,070 units at $30.00), closing all direct ownership in the company
$ARNC
Metal Fabrications
Industrials
| 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
Arconic Corp [ ARNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2023 | ||||||||||||||||||||||||||
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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 | 08/18/2023 | D | 325,507(1) | D | $30(1) | 0 | D | |||
| Restricted Stock Units | 08/18/2023 | D | 255,381(2) | D | $30(2) | 0 | D | |||
| Deferred Stock Units | 08/18/2023 | D | 36,422(2) | D | $30(2) | 0 | D | |||
| Performance-Based Restricted Stock Units | 08/18/2023 | D | 383,070(2) | D | $30(2) | 0 | 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 | ||||||||
| Stock Options (right to buy) | $19.74 | 08/18/2023 | D | 26,002 | (3) | 01/13/2027 | Common Stock | 26,002 | $30(3) | 0 | D | ||||
| Stock Options (right to buy) | $28.23 | 08/18/2023 | D | 28,875 | (3) | 01/19/2028 | Common Stock | 28,875 | $30(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. . Represents shares of Arconic Corporation ("Arconic") common stock disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 4, 2023, by and among Arconic and affiliates of funds managed by Apollo Global Management, Inc. In accordance with the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of Arconic common stock held by the reporting person was converted into the right to receive $30.00 in cash (the "Merger Consideration"). |
| 2. In accordance with the Merger Agreement, at the Effective Time, each (a) restricted stock unit award, other than performance-based restricted stock units ("PRSU Awards"), and (b) deferred stock unit award under the Arconic Corp. Deferred Compensation Plan was cashed out based on the Merger Consideration. Each PRSU Award became fully vested with respect to a number of shares equal to: (x) for each such award granted in 2021, 42.9% of the target number of shares covered by the award, (y) for each such award granted in 2022, 66.3% of the target number of shares covered by the award and (z) for each such award granted in 2023, the target number of shares covered by such award. To the extent that a PRSU Award became vested, the PRSU Award was cashed out based on the Merger Consideration. |
| 3. In accordance with the Merger Agreement, at the Effective Time, each stock option ("Option") was cashed out based on the Merger Consideration, less the exercise price for each such Option. |
| /s/ Adam Wheeler, Vice President and Secretary by Power of Attorney | 08/18/2023 | |
| ** 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. | ||