- Statement of Changes in Beneficial Ownership (4)
October 04 2011 - 4:54PM
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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3235-0287
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November 30, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Glencore AG
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2. Issuer Name
and
Ticker or Trading Symbol
CENTURY ALUMINUM CO
[
CENX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
BAARERMATTSTRASSE 3, PO BOX 666
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2011
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(Street)
BAAR, V8 CH-6341
(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)
___ Form filed by One Reporting Person
_
X
_ 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
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9/30/2011
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C
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5506
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A
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(1)
(2)
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36929966
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D
(3)
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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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Series A Convertible Preferred Stock
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(2)
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9/30/2011
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C
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55.06
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(2)
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(2)
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Common Stock
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5506
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(2)
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80729.81
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D
(3)
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Explanation of Responses:
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(
1)
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Represents shares of Common Stock acquired upon conversion of 55.06 shares of Series A Convertible Preferred Stock on September 30, 2011.
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(
2)
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Each share of Series A Convertible Preferred Stock is convertible into 100 shares of Common Stock at the times and under the circumstances described in the Certificate of Designation for the Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock has no expiration date.
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(
3)
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The shares of Common Stock reported in Table I and the shares of Series A Convertible Preferred Stock reported in Table II are held directly by Glencore AG, a direct wholly-owned subsidiary of Glencore International AG, and indirectly by Glencore International AG and its parent, Glencore International plc.
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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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Glencore AG
BAARERMATTSTRASSE 3
PO BOX 666
BAAR, V8 CH-6341
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X
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GLENCORE INTERNATIONAL AG
BAARERMATTSTRASSE 3
P.O. BOX 666
BAAR, V8 CH-6341
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X
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GLENCORE INTERNATIONAL PLC
BAARERMATTSTRASSE 3
P.O. BOX 666
BAAR, V8 CH-6341
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X
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Signatures
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GLENCORE AG - : /s/ Stefan Peter, Officer and Barbara Bodmer, Officer
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10/4/2011
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**
Signature of Reporting Person
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Date
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GLENCORE INTERNATIONAL AG - /s/ Andreas Hubmann, Director and Gerda Schwindt, Officer
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10/4/2011
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**
Signature of Reporting Person
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Date
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GLENCORE INTERNATIONAL PLC - /s/ Steven Kalmin, Director
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10/4/2011
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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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