Statement of Changes in Beneficial Ownership (4)
March 03 2022 - 11:55AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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KUTA MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
DMC Global Inc.
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BOOM
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O DMC GLOBAL INC., 11800 RIDGE PARKWAY, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2022 |
(Street)
BROOMFIELD, CO 80021
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/26/2022 | | M | | 64 | A | $0 | 10046 | D | |
Common Stock | 2/26/2022 | | F | | 64 (1) | D | $31.97 | 9982 | D | |
Common Stock | 2/26/2022 | | F | | 1279 (1) | D | $31.97 | 8703 | D | |
Common Stock | 2/26/2022 | | M | | 3 | A | $0 | 8706 | D | |
Common Stock | 2/26/2022 | | F | | 3 (1) | D | $31.07 | 8703 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 2/26/2022 | | M | | | 64 | (3) | (4) | Common Stock | 64.0 | $0 | 3716 | D | |
Performance Share Units | (5) | 2/26/2022 | | M | | | 74 | (6) | (7) | Common Stock | 74.0 | $0 | 0 | D | |
Deferred Stock | (2) | 2/26/2022 | | M | | 71 | | (3) | (7) | Common Stock | 71.0 | $0 | 71 | D | |
Explanation of Responses: |
(1) | Represents withholding of shares to satisfy tax obligations upon the vesting of the underlying award. |
(2) | Each vested share of Deferred Stock represents the right to receive one share of the Issuer's common stock. |
(3) | The Deferred Stock is fully vested |
(4) | 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. |
(5) | Each Performance Share Unit ("PSU") represents the contingent right to receive one share of the Issuer's common stock based on certain vesting conditions. |
(6) | On February 26, 2019, 2,883 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 2019 through 2021, 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 74 PSUs vested based on performance conditions. The reporting person elected to defer the common stock awarded upon vesting of these PSUs. |
(7) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KUTA MICHAEL C/O DMC GLOBAL INC. 11800 RIDGE PARKWAY, SUITE 300 BROOMFIELD, CO 80021 |
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| Chief Financial Officer |
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Signatures
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/s/ Andrew Nelson, by Power of Attorney | | 3/3/2022 |
**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 control number. |
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