Statement of Changes in Beneficial Ownership (4)
September 18 2014 - 10:33AM
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
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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
*
COOPERMAN LEON G
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2. Issuer Name
and
Ticker or Trading Symbol
EMPIRE RESOURCES INC /NEW/
[
ERS
]
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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)
810 SEVENTH AVENUE, 33RD FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/15/2014
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(Street)
NEW YORK, NY 10019
(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
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8/18/2014
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C
(1)
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253666
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A
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(1)
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253666
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I
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Foundation
(2)
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Common Stock
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8/15/2014
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S
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15010
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D
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$5.93
(3)
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238656
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I
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Foundation
(2)
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Common Stock
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8/18/2014
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S
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8033
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D
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$5.97
(3)
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230623
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I
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Foundation
(2)
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Common Stock
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8/19/2014
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S
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20037
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D
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$5.96
(3)
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210586
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I
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Foundation
(2)
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Common Stock
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8/20/2014
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S
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4586
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D
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$5.76
(3)
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206000
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I
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Foundation
(2)
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Common Stock
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8/22/2014
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S
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27736
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D
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$5.67
(3)
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178264
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I
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Foundation
(2)
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Common Stock
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8/25/2014
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S
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49336
(3)
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D
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$5.71
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128928
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I
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Foundation
(2)
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Common Stock
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8/26/2014
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S
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3835
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D
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$5.7
(3)
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125093
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I
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Foundation
(2)
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Common Stock
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8/27/2014
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S
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493
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D
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$5.7
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124600
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I
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Foundation
(2)
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Common Stock
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8/28/2014
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S
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3899
(3)
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D
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$5.7
(3)
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120701
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I
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Foundation
(2)
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Common Stock
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8/29/2014
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S
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750
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D
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$5.7
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119951
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I
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Foundation
(2)
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Common Stock
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9/2/2014
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S
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701
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A
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$5.7
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119250
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I
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Foundation
(2)
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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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10% Convertible Senior Subordinated Notes Due June 1, 20
(4)
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(4)
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(5)
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6/1/2016
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Common Stock
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253666
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760998
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I
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Foundation
(2)
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10% Convertible Senior Subordinated Notes due June 1, 2016
(6)
(7)
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(1)
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(5)
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6/1/2016
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Common Stock
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1014664
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1014664
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D
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Explanation of Responses:
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(
1)
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Acquired through the conversion of $1,000,000 principal of the Issuer's 10% Convertible Senior Subordinated Note Due June 1, 2016.
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(
2)
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The securities are held in the account of the Leon & Toby Cooperman Foundation over which the reporting person has investment discretion..The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
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(
3)
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Represents weighted average sale price. Full information regarding the number of shares sold at each separate price will be provided by the reporting person upon request to the staff of the SEC, the Issuer, or a security holder of the Issuer.
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(
4)
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The 10% Convertible Senior Subordinated Notes Due June 1, 2016 are currently convertible at a conversion price of 253.66 shares of common stock per $1,000 principal amount of notes.$1,000,000 principal amount was converted, leaving a balance of $3,000,000 owned. The conversion price is subject to adjustment for cash and stock dividends, stock splits, and similar transactions
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(
5)
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At any time through June 1, 2016
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(
6)
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$4,000,000 Principal Amount
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(
7)
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The 10% Convertible Senior Subordinated Notes Due June 1, 2016 are currently convertible at a conversion price of 253.66 shares of common stock per $1,000 principal amount of notes.The conversion price is subject to adjustment for cash and stock dividends, stock splits, and similar transactions
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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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COOPERMAN LEON G
810 SEVENTH AVENUE, 33RD FLOOR
NEW YORK, NY 10019
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X
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Signatures
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Alan M. Stark, Attorney In Fact, POA on file
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9/18/2014
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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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