Statement of Changes in Beneficial Ownership (4)
March 02 2022 - 6:51PM
Edgar (US Regulatory)
FORM 4
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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).
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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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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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BAKER PHILLIPS S JR |
2. Issuer Name and Ticker or Trading Symbol
HECLA MINING CO/DE/
[
HL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
6500 NORTH MINERAL DRIVE, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/28/2022 |
(Street)
COEUR D 'ALENE, ID 83815
(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 | 2/28/2022 | | M | | 520833 (4) | A | $0 | 4835497 (5) | D | |
Common Stock | 2/28/2022 | | F | | 195090 (6) | D | $5.76 | 4640407 (7) | D | |
Common Stock | 2/28/2022 | | J | | 40392 (8) | A | $0 | 40392 | I | Held in 401(k) Plan |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Performance rights | $0 | 2/28/2022 | | M | | 271391 (1)(2) | | 12/31/2021 | 12/31/2021 | Common Stock | 271391 | $0 | 195465 (3) | D | |
Explanation of Responses: |
(1) | On June 21, 2019, Mr. Baker was awarded performance rights. The performance rights represented a contingent right to receive between $250,000 and $1,000,000 worth of Hecla Mining Company common stock based on Hecla's total shareholder return performance over the 3-year period from January 1, 2019 through December 31, 2021, based on the following percentile rank within Hecla's peer group companies: (1) 100th percentile rank among peers = maximum award at 200% of target (i.e., $1 million worth of common stock); (2) 60th percentile rank among peers = target award at grant value (i.e. $500,000 worth of common stock); or (3) 50th percentile rank among peers = threshold payout at 50% target (i.e. $250,000 worth of common stock). |
(2) | In reporting the number of performance rights at the time of the award, Mr. Baker assumed a target payout (i.e. $500,000 worth of common stock), with the common stock valued at the closing price on the day of the award ($1.84), and therefore reported an award of 271,739 performance rights. Based on Hecla Mining Company's total shareholder return ranking, Mr. Baker's award value was $958,333, and he therefore received 520,833 shares in settlement of the award (with the shares valued at the $1.84 closing price on June 21, 2019). |
(3) | Consists of outstanding performance rights. |
(4) | See footnotes (1) and (2). Shares received upon settlement of performance rights awarded in June 2019. |
(5) | Consists of 2,815,610 shares held directly, 1,795,964 shares held in the Key Employee Deferred Compensation Plan, and 223,923 unvested restricted stock units. |
(6) | Shares withheld for tax liability on 520,833 performance rights that vested. |
(7) | Consists of 2,620,520 shares held directly, 1,795,964 shares held in the Key Employee Deferred Compensation Plan, and 223,923 unvested restricted stock units. |
(8) | Held as 3,701.816 units in Mr. Baker's 401(k) account under Hecla Mining Company's Capital Accumulation Plan, and estimated to be 40,392 shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BAKER PHILLIPS S JR 6500 NORTH MINERAL DRIVE SUITE 200 COEUR D 'ALENE, ID 83815 | X |
| President & CEO |
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Signatures
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Tami D. Whitman, Attorney-in-Fact for Phillips S. Baker, Jr. | | 3/2/2022 |
**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. |
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