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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KASSAN GLEN M C/O SL INDUSTRIES, INC. 520 FELLOWSHIP ROAD, SUITE A114 MT. LAUREL, NJ 08054 |
X | See Explanation of Responses |
/s/ Glen M. Kassan | 06/01/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Price reflects aggregate per share consideration paid pursuant to the tender offer contemplated under the Agreement and Plan of Merger dated April 6, 2016, by and among Handy & Harman Ltd., Handy & Harman Group Ltd., SLI Acquisition Co., and SL Industries, Inc. (the "Company"). |
(2) | The Reporting Person is also a member of a Section 13(d) group that owns more than 10% of the Company's outstanding common stock. |
(3) | Reflects 6,000 shares granted to the Reporting Person pursuant to Restricted Shares Agreements under the Company's 2008 Incentive Stock Plan, of which 3,000 vested in accordance with their terms on May 28, 2016 (the "Vested Shares"). Pursuant to the Merger Agreement, the unvested shares of restricted stock were vested and cancelled in exchange for a cash payment of $120,000, which is the product of (i) the aggregate number of shares of restricted stock (3,000 shares) and (ii) $40.00 per share, with such payment subject to any required withholding of taxes. The Vested Shares were cancelled in exchange for a payment of $120,000, which is the product of (i) the aggregate number of shares of restricted stock (3,000 shares) and (ii) $40.00 per share, with such payment subject to any required withholding of taxes. |