Statement of Changes in Beneficial Ownership (4)
July 03 2017 - 7:33AM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
Oster Michael
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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)
Sr. VP-Mergers & Acquisitions
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(Last)
(First)
(Middle)
12700 PARK CENTRAL DRIVE, SUITE 1600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2017
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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, par value $0.01 per share
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7/1/2017
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D
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61943
(1)
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D
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$0.00
(2)
(3)
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0
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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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Explanation of Responses:
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(1)
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Includes shares of unvested restricted Company common stock that were granted to the Reporting Person under the Company's 2005 Incentive Compensation Plan that, pursuant to the Merger Agreement, vested immediately prior to the effective time of the Merger, and each such share of restricted Company common stock was converted at the effective time of the Merger into a restricted stock award denominated in shares of HoldCo common stock.
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(2)
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On July 1, 2017, pursuant to the Agreement and Plan of Merger dated as of January 2, 2017 (the "Merger Agreement"), among Delek US Holdings, Inc. ("Delek"), Delek Holdco, Inc., ("HoldCo"), Dione Mergeco, Inc., Astro Mergeco, Inc., and Alon USA Energy, Inc. (the "Company"), as amended by the First Amendment to the Merger Agreement, dated as of February 27, 2017, and the Second Amendment to the Merger Agreement, dated as of April 21, 2017, Astro Mergeco, Inc. merged with and into the Company pursuant to the terms of the Merger Agreement, with the Company continuing as the surviving entity (the "Merger"). As a result, the Company is a subsidiary of HoldCo.
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(3)
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Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (other than Company common stock held by Delek or any subsidiary of Delek) converted into the right to receive 0.504 shares of HoldCo common stock, with cash paid in lieu of fractional shares.
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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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Oster Michael
12700 PARK CENTRAL DRIVE
SUITE 1600
DALLAS, TX 75251
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Sr. VP-Mergers & Acquisitions
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Signatures
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/s/ James Ranspot James Ranspot, Attorney-in-Fact for Michael Oster
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7/3/2017
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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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