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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 | |
| Maheshwari Raj 15301 VENTURA BOULEVARD SUITE 400 SHERMAN OAKS, CA 91403 |
X | |||
| /s/ Kyle Ross, Attorney-in-Fact for Raj Maheshwari | 01/05/2017 | |
| **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) | Annual grant of shares of restricted common stock to independent Directors issued to Mr. Maheshwari under the Real Industry, Inc. Amended and Restated 2015 Equity Award Plan (the "Plan"). The number of shares represents $85,000 divided by the closing price of the Company's common stock on the day prior to issuance. Such shares will vest in full on January 3, 2018, with accelerated vesting in the event of a change in control of the Company, Mr. Maheshwari's death or disability, or if Mr. Maheshwari is not re-elected to the Board or is not re-nominated for election by the Company after indicating a willingness to serve. |
| (2) | Common stock underlying 2,351 fully vested Restricted Stock Units ("RSUs") issued to Mr. Maheshwari under the Plan in lieu of his cash Board service fees for the first quarter of 2017. Mr. Maheshwari has irrevocably elected to receive 100% of his Board service fees for 2017 (including cash retainer fees for his service as a director and any other cash Board service fees that may be payable during 2017) in the form of RSUs pursuant to a policy where non-management Directors may elect to receive RSUs calculated at the closing stock price as of the date of grant in lieu of some or all of their cash Board service fees. Such RSUs are issued on a quarterly basis on the first business day of the quarter. The RSUs are immediately vested and have been converted to common stock on the issuance date. |
| (3) | The number of shares represents $13,750 (100% of one-quarter of Mr. Maheshwari's annual fees of $55,000), divided by the closing price of the Company's common stock on the scheduled date of the Board service fee payment. |