| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DMC Global Inc. [ BOOM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/22/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/22/2020 | M | 2,000(1) | A | (2) | 28,988 | D | |||
| Common Stock | 02/22/2020 | D | 840 | D | $39.42 | 28,148 | D | |||
| Common Stock | 02/22/2020 | M | 6,000(3) | A | (4) | 34,148 | D | |||
| Common Stock | 02/22/2020 | M | 8,333 | A | $0 | 42,481 | D | |||
| Common Stock | 02/22/2020 | D | 3,500 | D | $39.42 | 38,981 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Restricted Stock Units | (2) | 02/22/2020 | M | 2,000 | (1) | (1) | Common Stock | 2,000 | $0(2) | 0 | D | ||||
| Performance Share Units | (4) | 02/22/2020 | M | 6,000 | (3) | (3) | Common Stock | 6,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (2) | 02/22/2020 | M | 8,333 | (5) | (5) | Common Stock | 8,333 | $0 | 16,667 | D | ||||
| Explanation of Responses: |
| 1. On February 22, 2019, 6,000 Restricted Stock Units ("RSUs") were granted to the reporting person. 2,000 of these RSUs vested on February 22, 2018, another 2,000 RSUs vested on February 22, 2019, and 2,000 RSUs vested on February 22, 2020. The reporting person settled 42% of the RSUs that vested on February 22, 2020 for cash and 58% of these RSUs for common stock of the Issuer. |
| 2. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the common stock of the Issuer. |
| 3. On February 22, 2017, 3,000 PSUs were granted and the vesting and award of Issuer's common stock was contingent upon achievement of specified performance targets over the three year period from 2017 through 2019, with potential to earn a number of shares of common stock between 0% and 200% of the number of target PSUs awarded. The Issuer determined that the maximum performance conditions were fully satisfied, and as a result, 6,000 PSUs vested. |
| 4. Each Performance Share Unit ("RSU") represents the right to receive one share of the common stock of the Issuer. |
| 5. On February 22, 2017, 25,000 Restricted Stock Units ("RSUs") were granted to the reporting person. 8,333 of these RSUs vested on February 22, 2020, another 8,333 RSUs are scheduled to vest on February 22, 2021, and the remaining 8,334 RSUs are scheduled to vest on February 22, 2022. On February 22, 2019, 6,000 Restricted Stock Units ("RSUs") were granted to the reporting person. 2,000 of these RSUs vested on February 22, 2018, another 2,000 RSUs vested on February 22, 2019, and 2,000 RSUs vested on February 22, 2020. The reporting person settled 42% of the RSUs that vested on February 22, 2020 for cash and 58% of these RSUs for common stock of the Issuer. |
| Remarks: |
| /s/ Andrew Nelson, as attorney-in-fact | 02/25/2020 | |
| ** 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. | ||
| 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 Number. | ||