Edgar Filing: SCHNEIDER STEVE

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCHNEIDER STEVE

2. Issuer Name and Ticker or Trading Symbol
CENTURY ALUMINUM CO [CENX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. VP & Chief Acct. Officer

(Last)

(First)

(Middle)

CENTURY ALUMINUM COMPANY, 2511 GARDEN ROAD, BLDG A, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2009

(Street)

MONTEREY, CA 93940

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/04/2009		A		20,299 ⁽¹⁾	A	⁽¹⁾	45,843 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 6.55 ⁽³⁾

05/04/2009

17,801

07/01/2011⁽⁴⁾

05/04/2019

Common Stock

17,801

$ 0

17,801

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHNEIDER STEVE CENTURY ALUMINUM COMPANY 2511 GARDEN ROAD, BLDG A, SUITE 200 MONTEREY, CA 93940			Sr. VP & Chief Acct. Officer

Signatures

William J. Leatherberry, Attorney-in-Fact for Steve Schneider		05/06/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Reports shares of common stock acquired by the Reporting Person in connection with performance share units granted pursuant to the Issuer?s 2009-2011 Performance Share Program (Plan Period) under a Rule 16b-3(d) plan, all of which vest on January 1, 2011, or if earlier, upon the Reporting Person?s termination of employment with the Issuer and its subsidiaries due to death, disability, termination other than for cause or other reason approved by the Compensation Committee of the Issuer?s Board of Directors.
(2)	Includes unvested shares of performance share units granted to the Reporting Person in connection with the Issuer?s 2008-2010 Performance Share Program under a Rule 16b-3(d) plan, all of which vest in the ordinary course on the last day of the 2008-2010 program period (December 31, 2010).
(3)	Represents the average of the high and low price of the Issuer?s common stock on the date of grant, May 4, 2009.
(4)	May 4, 2009, grant of employee stock options pursuant to the Issuer?s 2009-2011 Performance Share Program under a Rule 16b-3(d). These options vest and become exercisable on July 1, 2011.

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