Statement of Changes in Beneficial Ownership (4)
January 21 2015 - 4:43PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
0.5
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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
*
Hart Claire A
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2. Issuer Name
and
Ticker or Trading Symbol
Alon USA Energy, Inc.
[
ALJ
]
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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)
Senior Vice President
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(Last)
(First)
(Middle)
12700 PARK CENTRAL DR., SUITE 1600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/11/2015
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(Street)
DALLAS, TX 75251
(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
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1/11/2015
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1/15/2015
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C/K
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48475
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A
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(1)
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545725
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Subsidiary Stock Exchange Right
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(1)
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1/11/2015
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1/15/2015
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C/K
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48475
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(1)
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(1)
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Common Stock, par value $0.01 per share
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48475
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$0.00
(1)
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48474
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D
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Explanation of Responses:
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(
1)
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On June 20, 2012, Alon Assets, Inc., Alon Operating, Inc. (collectively, the "Subsidiaries"), Alon USA Energy, Inc. (the "Company") and the Reporting Person entered into an agreement whereby the Company agreed to exchange shares of non-voting stock of the Subsidiaries held by the Reporting Person (the "Subsidiary Shares") for up to 581,699 shares of the Company's common stock, par value $0.01 per share. The Subsidiary Shares held by the Reporting Person will be exchanged in 12 equal quarterly installments commencing June 29, 2012, and each such exchange shall be made without regard to the then-current market price of the Company's common stock. Under certain circumstances,the Reporting Person may elect to receive cash in lieu of Company common stock for up to 1/3 of the shares. The exchange rights have no expiration date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hart Claire A
12700 PARK CENTRAL DR.
SUITE 1600
DALLAS, TX 75251
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Senior Vice President
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Signatures
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/s/ James A. Ranspot
James A. Ranspot, Attorney-in-Fact for Claire A. Hart
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1/19/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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