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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 | ||||||||
| Restricted Stock Units | (3) | (4)(6) | (4)(6) | Common Stock | 5,333 | 5,333 | D | ||||||||
| Restricted Stock Units | (3) | (5)(6) | (5)(6) | Common Stock | 8,000 | 8,000 | D | ||||||||
| Restricted Stock Units | (3) | (7) | (7) | Common Stock | 3,569 | 3,569 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Grieves Ian C/O DMC GLOBAL INC. 5405 SPINE ROAD BOULDER, CO 80301 |
Pres & Gen Mgr, DynaEnergetics | |||
| /s/ Teri Scott, as attorney-in-fact | 04/10/2017 | |
| **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) | On February 19, 2014, the reporting person received a grant of 5,333 restricted stock units ("RSUs") that would vest based upon achievement of specified performance targets. The Issuer determined that the performance conditions were only partially satisfied and, as a result, a portion of the original grant was forfeited as of February 19, 2017. |
| (2) | Excludes 16,902 RSUs previously reported on Table I that are now reflected on Table II. |
| (3) | Each RSU represents the right to receive one share of the Issuer's common stock. |
| (4) | On February 19, 2015, 10,667 RSUs were granted to the reporting person and reported on Table I of the reporting person's Form 4. 2,667 of these RSUs vested on February 19, 2016, and another 2,667 of these RSUs vested on February 19, 2017; the shares issued upon vesting are reported on Table I. The remaining 5,333 RSUs will vest, if at all, based on the formula in footnote 6, which takes into account the Issuer's achievement of budgeted Adjusted EBITDA and the total return to the Issuer's shareholders in comparison to the total shareholder return of the Issuer's peer group of public companies. |
| (5) | On February 18, 2016, 10,667 RSUs were granted to the reporting person and reported on Table I of the reporting person's Form 4. 2,667 of these RSUs vested on February 18, 2017 and the shares issued upon vesting are reported on Table I. Another 2,667 of these RSUs will vest on February 18, 2018. The remaining 5,333 RSUs will vest, if at all, based on the formula in footnote 6, which takes into account the Issuer's achievement of budgeted Adjusted EBITDA and the total return to the Issuer's shareholders in comparison to the total shareholder return of the Issuer's peer group of public companies. |
| (6) | The number of shares equal to 25% of the total number of shares awarded multiplied by the percentage that is the sum of (a) the percentage obtained by dividing (i) the average actual Adjusted EBITDA of the Issuer of each of the two fiscal years ending immediately prior to the second anniversary, by (ii) the Issuer's budgeted Adjusted EBITDA for the fiscal year in which the stock award was granted; and (b) the amount (which may be negative) of (x) the total annual shareholder return (expressed as a percentage) for the Issuer's stock calculated by the average closing stock price during the month of January prior to the second anniversary compared with the average closing stock during the month of January prior to the first anniversary, less (y) the average total shareholder return calculated on a similar basis for the stock of the Issuer's peer group of companies (as approved by the Compensation Committee of the Company's Board of Directors) at the time of the stock award. |
| (7) | On February 18, 2016, 5,354 RSUs were granted to the reporting person and reported on Table I of the reporting person's Form 4. 1,785 of these RSUs vested on February 18, 2017 and the shares issued upon vesting are reported on Table I. 1,785 of these RSUs will vest on February 18, 2018, and the remaining 1,784 RSUs will vest on February 18, 2019. |