Statement of Changes in Beneficial Ownership (4)
May 16 2017 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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Casey Thomas
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2. Issuer Name
and
Ticker or Trading Symbol
Tronox Ltd
[
TROX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE STAMFORD PLAZA, 263 TRESSER BLVD, SUITE 1100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2017
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(Street)
STAMFORD, CT 06901
(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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Common Stock Class A
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5/15/2017
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A
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668248
(1)
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A
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$19.1
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1875216
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D
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Common Stock Class A
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5/15/2017
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F
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511961
(2)
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D
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$19.1
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1363255
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D
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Common Stock Class A
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145000
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I
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Thomas & Christine K. Casey JTWROS
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Common Stock Class A
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35000
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I
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Christine K. Casey Rev Trust
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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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Common Stock Options (right to buy)
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$19.09
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(3)
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2/25/2023
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Class A Common Stock
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200000
(3)
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200000
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D
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Common Stock Options (right to buy)
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$21.98
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(4)
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2/10/2024
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Class A Common Stock
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157407
(4)
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157407
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D
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Explanation of Responses:
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(1)
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In connection with Mr. Casey's previously announced retirement as CEO, the Company, in accordance with Mr. Casey's employment agreement, vested all previously granted performance awards assuming the achievement of target performance levels set out in each grant agreement.
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(2)
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The Company withheld 511,961 shares to satisfy withholding tax obligations and Mr. Casey received the balance of 629,524 shares of previously granted restricted common stock.
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(3)
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As reported on Form 4 filed on 10/11/2013, the options vest in three equal installments on the anniversary date of the grant.
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(4)
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As reported on Form 4 filed 2/12/2014, the options vest in three equal installments on the anniversary date of the grant.
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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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Casey Thomas
ONE STAMFORD PLAZA
263 TRESSER BLVD, SUITE 1100
STAMFORD, CT 06901
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X
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Signatures
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/s/ Richard L. Muglia, as attorney-in-fact
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5/16/2017
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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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