Sec Form 4 Filing - GLENCORE INTERNATIONAL AG @ CENTURY ALUMINUM CO - 2022-12-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GLENCORE INTERNATIONAL AG
2. Issuer Name and Ticker or Trading Symbol
CENTURY ALUMINUM CO [ CENX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BAARERMATTSTRASSE 3, P.O. BOX 1363
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2022
(Street)
BAAR, V8CH-6340
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/15/2022 J( 1 )( 2 )( 3 )( 4 )( 5 ) 27,500,000 A 27,500,000 D
Common Stock 11,701,321 I See Footnote( 6 )( 7 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Call Option (right to buy) $ 2.7046 12/15/2022 J( 1 )( 2 )( 3 )( 4 )( 5 ) 1 09/14/2017 12/31/2022 Common Stock 27,500,000 ( 5 ) 0 I See Footnote( 6 )( 7 )
Total Return Swap (right to buy) ( 3 ) 12/15/2022 J/K( 1 )( 2 )( 3 )( 4 )( 5 ) 1 12/31/2022 12/31/2022 Common Stock 27,500,000( 3 ) ( 5 ) 0 I See Footnote( 6 )( 7 )
Call Option (right to buy) $ 100( 4 ) 12/15/2022 J( 1 )( 2 )( 3 )( 4 )( 5 ) 1 09/14/2017 09/14/2027 Common Stock 27,500,000( 4 )( 6 ) ( 5 ) 0 I See Footnote( 6 )( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GLENCORE INTERNATIONAL AG
BAARERMATTSTRASSE 3
P.O. BOX 1363
BAAR, V8CH-6340
X
Glencore AG
BAARERMATTSTRASSE 3
P.O. BOX 1363
BAAR, V8CH-6340
X
Glencore plc
BAARERMATTSTRASSE 3
P.O. BOX 1363
BAAR, V8CH-6340
X
Signatures
GLENCORE INTERNATIONAL AG By: /s/ Martin Haering, Name: Martin Haering, Title: Officer 12/15/2022
Signature of Reporting Person Date
By: /s/ Derrick Crowley, Name: Derrick Crowley, Title: Officer 12/15/2022
Signature of Reporting Person Date
GLENCORE AG By: /s/ Stephan Huber, Name: Stephan Huber, Title: Director 12/15/2022
Signature of Reporting Person Date
By: /s/ Martin Haering, Name: Martin Haering, Title: Director 12/15/2022
Signature of Reporting Person Date
GLENCORE PLC By: /s/ John Burton, Name: John Burton, Title: Company Secretary 12/15/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 14, 2017, Glencore AG, a wholly-owned subsidiary of Glencore International AG, entered into a series of transactions (the "2017 Transactions") with Ryfold Limited ("Ryfold") and Givolon Limited, currently a wholly-owned subsidiary of Ryfold ("Givolon"), in connection with a financing (the "Financing") to be secured by a pledge by Givolon of 27,500,000 shares of Common Stock (the "Specified Shares").
( 2 )The 2017 Transactions included (i) Glencore AG's sale to Givolon of the Specified Shares at a per share price of $18.03075, and (ii) the acquisition by Glencore AG from Givolon, for a premium of $15.32613 per share, of the American-style call option reported on Line 1 of Table II, which gives Glencore AG the right to purchase from Givolon, at any time prior to the expiration thereof, a number of shares of Common Stock equal to the Specified Shares at a price equal to $2.70462 per share of Common Stock (the "Century Call Option").
( 3 )The 2017 Transactions also included the stock-settled total return swap reported on Line 2 of Table II, which will automatically terminate if the Century Call Option is exercised, pursuant to which Glencore AG received economic exposure to a number of shares of Common Stock equal to the Specified Shares and upon settlement of which Givolon will be obligated to deliver a number of shares equal to the Specified Shares to Glencore AG and Glencore AG will be obligated to pay to Givolon the reference price of $18.03075 per share (the "Century TRS").
( 4 )The 2017 Transactions additionally included (i) Glencore AG's sale to Ryfold of 100% of the equity interest in Givolon for an aggregate price of $100, and (ii) the acquisition by Glencore AG from Ryfold, for aggregate premium of $100, of the American-style call option reported on Line 3 of Table II, which gives Glencore AG the right to purchase from Ryfold, at any time prior to the expiration thereof, 100% of the equity interests in Givolon for an aggregate exercise price of $100 (the "Givolon Call Option").
( 5 )In connection with the termination of the Financing and the related pledge, on December 15, 2022 Glencore AG, Givolon and Ryfold terminated and cancelled the 2017 Transactions, including the Century Call Option, the Century TRS and the Givolon Call Option, and Givolon transferred the Specified Shares to Glencore AG's parent, Glencore International AG.
( 6 )The Common Stock reported in Line 2 of Table I and the Century Call Option, Century TRS and Givolon Call Option reported in Table II are held directly by Glencore AG, a wholly owned subsidiary of Glencore International AG, and indirectly by Glencore International AG. The Common Stock reported on Line 1 of Table I is held directly by Glencore International AG.
( 7 )Glencore International AG is wholly owned by Glencore plc, which may be deemed an indirect beneficial owner of the securities held by Glencore AG and Glencore International AG.

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