Sec Form 4 Filing - Kestenbaum Alan @ GLOBE SPECIALTY METALS INC - 2015-12-23

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
Kestenbaum Alan
2. Issuer Name and Ticker or Trading Symbol
GLOBE SPECIALTY METALS INC [ GSM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O GLOBE SPECIALTY METALS, INC., 600 BRICKELL AVENUE, SUITE 3100
3. Date of Earliest Transaction (MM/DD/YY)
12/23/2015
(Street)
MIAMI, FL33131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12/23/2015 D 8,778,760 D 0 D
Common Stock 12/23/2015 D 108,578 ( 2 ) D 0 D
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
Stock Option $ 18.81 12/23/2015 D 500,000 ( 3 ) 08/11/2016 Common Stock 500,000 ( 4 ) 0 D
Restricted Stock Unit ( 5 ) 12/23/2015 D 22,543 ( 6 ) ( 6 ) Common Stock 22,543 ( 4 ) 0 D
Restricted Stock Unit ( 5 ) 12/23/2015 D 20,049 ( 6 ) ( 6 ) Common Stock 20,049 ( 4 ) 0 D
Restricted Stock Unit ( 5 ) 12/23/2015 D 78,239 ( 6 ) ( 6 ) Common Stock 78,239 ( 4 ) 0 D
Restricted Stock Unit ( 5 ) 12/23/2015 D 16,155 ( 6 ) ( 6 ) Common Stock 16,155 ( 4 ) 0 D
Restricted Stock Unit ( 5 ) 12/23/2015 D 127,856 ( 6 ) ( 6 ) Common Stock 127,856 ( 4 ) 0 D
Restricted Stock Unit ( 5 ) 12/23/2015 D 97,339 ( 6 ) ( 6 ) Common Stock 97,339 ( 4 ) 0 D
Stock Appreciation Right $ 12.54 ( 7 ) 12/23/2015 D 424,006 ( 6 ) 08/20/2018 Common Stock 424,006 ( 4 ) 0 D
Stock Appreciation Right $ 21.36 ( 7 ) 12/23/2015 D 185,866 ( 6 ) 03/20/2019 Common Stock 185,866 ( 4 ) 0 D
Stock Appreciation Rights $ 9.18 ( 7 ) 12/23/2015 D 340,000 ( 6 ) 12/11/2020 Common Stock 340,000 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kestenbaum Alan
C/O GLOBE SPECIALTY METALS, INC.
600 BRICKELL AVENUE, SUITE 3100
MIAMI, FL33131
X X Executive Chairman
Signatures
/s/Stephen Lebowitz 12/24/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to a business combination agreement by, among others, issuer, Grupo Villar Mir, S.A., and Grupo FerroAtlantica, S.A., in which each share of common stock of issuer was exchanged for one (1) share of FerroGlobe PLC common stock on the effective date of the business combination.
( 2 )These shares are restricted common stock awarded to Mr. Kestenbaum on January 27, 2011 and vest on November 13, 2020 if Mr. Kestenbaum is then employed by the issuer or earlier upon the occurrence of certain conditions s et forth in Mr. Kestenbaum's employment agreement dated January 27, 2011. The terms of Mr. Kestenbaum's employment agreement are described in the issuer's Form 8-K filed on February 1, 2011.
( 3 )The awards vest and become exercisable quarterly, in sixteenths, over the course of four years from the original grant date (subject to acceleration in certain circumstances).
( 4 )These awards were cancelled in the merger in exchange for awards on the same terms for shares of FerroGlobe PLC common stock.
( 5 )Each restricted stock unit represents the right to receive cash in an amount equal to the fair market value of one share of common stock, on the date of vesting of the subject restricted stock unit.
( 6 )The awards vest and become exercisable in thirds on the first, second and third anniversary of the original grant date (subject to acceleration in certain circumstances).
( 7 )Each stock appreciation right represents the right to receive cash in an amount equal to the difference obtained by subtracting the exercise price from the fair market value of one share of the company's common stock, as of the date of exercise of the subject stock appreciation right.

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