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) 05/01/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/03/2019 |
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 | 265(1) | D |
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 | ||||||||
Deferred Stock | (2) | (3) | (4) | Common Stock | 6,692 | 6,692 | D | ||||||||
Deferred Stock | (2) | (5) | (6) | Common Stock | 13,142 | 13,142 | D | ||||||||
Deferred Stock | (2) | (7) | (6) | Common Stock | 13,579 | 13,579 | D | ||||||||
Deferred Stock | (2) | (8) | (9) | Common Stock | 7,883 | 7,883 | D | ||||||||
Deferred Stock | (2) | (10) | (9) | Common Stock | 35,000 | 35,000 | D | ||||||||
Deferred Stock | (2) | (11) | (9) | Common Stock | 7,937 | 7,937 | D | ||||||||
Deferred Stock | (2) | (12) | (13) | Common Stock | 5,766 | 5,766 | D |
Explanation of Responses: |
1. This amendment reduces the reporting person's direct holdings by 89,999 shares of common stock, which equals the number of shares now reported as Deferred Stock on Table II. |
2. Each vested share of Deferred Stock represents the right to receive one share of the Issuer's common stock. |
3. 10,667 shares of Deferred Stock were granted on February 19, 2015. 304 shares of Deferred Stock were withheld for payment of taxes upon the vesting of the Deferred Stock, and 3,671 were forfeited due to performance conditions, which were reported on previous Form 4s. The remainder of the Deferred Stock is now fully vested. |
4. The Deferred Stock will be delivered to the reporting person in equal amounts annually over 10 years following separation from service, or over 5 years beginning March 1, 2025 if employed. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock. |
5. 16,000 shares of Deferred Stock were granted on February 18, 2016. 808 shares of Deferred Stock were withheld for payment of taxes upon the vesting of the Deferred Stock, and 2,050 were forfeited due to performance conditions, which were reported on previous Form 4s. The remainder of the Deferred Stock is now fully vested.. |
6. The Deferred Stock will be delivered to the reporting person in equal amounts annually over 10 years following separation from service. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock. |
7. 14,016 shares of Deferred Stock were granted on May 12, 2016, and vest in equal amounts over 3 years on the grant date anniversary. An aggregate of 437 shares of Deferred Stock were withheld for payment of taxes upon vesting on the first and second anniversaries, and were reported on earlier Form 4s. |
8. 8,000 shares of Deferred Stock were granted on February 22, 2017, and vest in equal amounts over 3 years on the grant date anniversary. An aggregate of 117 shares of Deferred Stock were withheld for payment of taxes upon vesting on the first and second anniversaries, and were reported on previous Form 4s. |
9. The Deferred Stock will be delivered to the reporting person in a lump sum upon separation from service. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock. |
10. The Deferred Stock will vest in equal amounts over 3 years beginning February 22, 2020. |
11. 8,000 shares of Deferred Stock were granted on February 27, 2018, and vest in equal amounts over 3 years on the grant date anniversary. 63 shares of Deferred Stock were withheld for payment of taxes upon vesting on the first anniversary, and were reported on a previous Form 4. |
12. The Deferred Stock will vest in equal amounts over 3 years beginning February 26, 2020. |
13. The Deferred Stock will be delivered to the reporting person in equal amounts annually over 5 years following separation from service, or in a lump sum if due to a change of control. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock. |
Remarks: |
/s/ Teri Scott, as attorney-in-fact | 06/07/2019 | |
** 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. |