| 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) 03/05/2023 | ||||||||||||||||||||||||||
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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 | 03/05/2023 | M | 12,182 | A | $0 | 65,376 | D | |||
| Common Stock | 03/05/2023 | F | 5,331(1) | D | $27.08 | 60,045 | D | |||
| Common Stock | 03/05/2023 | M | 4,869 | A | $0 | 64,914 | D | |||
| Common Stock | 03/05/2023 | F | 2,131(1) | D | $27.08 | 62,783 | D | |||
| Common Stock | 03/05/2023 | F | 711(1) | D | $27.08 | 62,072 | D | |||
| Common Stock | 03/05/2023 | F | 3,554(1) | D | $27.08 | 58,518 | D | |||
| Common Stock | 03/05/2023 | F | 2,983(1) | D | $27.08 | 55,535 | 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 | ||||||||
| Performance Share Units | (2) | 03/05/2023 | M | 12,182 | (3) | (3) | Common Stock | 12,182 | $0 | 0 | D | ||||
| Performance Share Units | (2) | 03/05/2023 | M | 4,869 | (4) | (4) | Common Stock | 4,869 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents withholding of shares to satisfy tax obligations upon the vesting of the underlying award. Vesting of the underlying awards occurred on March 5, 2023 due to the terms of the reporting person's previously disclosed retirement agreement. |
| 2. Each Performance Share Unit ("PSU") represents the contingent right to receive one share of the Issuer's common stock based on certain vesting conditions. |
| 3. On March 2, 2022, 12,182 PSUs were granted. The vesting and award of Issuer's common stock was contingent upon achievement of specified performance targets over the three-year period from 2022 through 2025, with potential to earn a number of shares of common stock between 0% and 200% of the number of target PSUs awarded; however, the Issuer entered into a retirement agreement with the reporting person on September 29, 2022. This retirement agreement stipulated the vesting of the PSUs at target on the retirement date, March 5, 2023. As such, 12,182 PSUs vested and were awarded to the reporting person. |
| 4. On February 23,2021, 4,869 PSUs were granted. The vesting and award of Issuer's common stock was contingent upon achievement of specified performance targets over the three-year period from 2021 through 2023, with potential to earn a number of shares of common stock between 0% and 200% of the number of target PSUs awarded; however, the Issuer entered into a retirement agreement with the reporting person on September 29, 2022. This retirement agreement stipulated the vesting of the PSUs at target on the retirement date, March 5, 2023. As such, 4,869 PSUs vested and were awarded to the reporting person. |
| Remarks: |
| /s/ Lindsey Rhodes, by Power of Attorney | 03/07/2023 | |
| ** 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. | ||