Sec Form 4 Filing - Graves Paul W @ Livent Corp. - 2024-01-04

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
Graves Paul W
2. Issuer Name and Ticker or Trading Symbol
Livent Corp. [ LTHM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O LIVENT CORPORATION, 1818 MARKET STREET, SUITE 2550
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2024
(Street)
PHILADELPHIA, PA19103
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 01/04/2024 D 355,541 ( 1 ) D 0 D
Common Stock 01/04/2024 D 97,815 ( 2 ) D 0 I by Savings Plan
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 (Right to Buy) $ 23.33 01/04/2024 D 59,653 ( 3 ) 02/22/2026 02/22/2033 Common Stock 59,653 ( 3 ) 0 D
Stock Option (Right to Buy) $ 21.01 01/04/2024 D 60,628 ( 3 ) 02/23/2025 02/23/2032 Common Stock 60,628 ( 3 ) 0 D
Stock Option (Right to Buy) $ 20.35 01/04/2024 D 200,512 ( 3 ) 02/22/2024 02/22/2031 Common Stock 200,512 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Graves Paul W
C/O LIVENT CORPORATION
1818 MARKET STREET, SUITE 2550
PHILADELPHIA, PA19103
X President and CEO
Signatures
/s/ Sara Ponessa, as Attorney-in-Fact 01/08/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion of common stock and restricted stock units ("Livent RSUs") with respect to shares of common stock of Livent Corporation ("Livent"), par value $0.001 per share ("Livent Common Stock"), held by the reporting person as of January 4, 2024, into ordinary shares and restricted stock units with respect to ordinary shares of Arcadium Lithium plc ("Arcadium"), par value $1.00 per share ("Arcadium Ordinary Shares"), in accordance with the terms of the Transaction Agreement, dated as of May 10, 2023, by and between Livent, Allkem Limited ("Allkem"), Lightning-A Merger Sub, Inc. and Arcadium, providing for a combination of Livent and Allkem in a merger of equals transaction.
( 2 )Represents the conversion of common stock held by the Livent Nonqualified Savings Plan (the "Livent NQ Savings Plan") into Arcadium Ordinary Shares held by such Livent NQ Savings Plan, upon the assumption by Arcadium of the obligations of Livent under the Livent NQ Savings Plan in connection with the merger of equals transaction.
( 3 )Represents the conversion of stock options to purchase Livent Common Stock ("Livent Options") into stock options to purchase Arcadium Ordinary Shares ("Arcadium Options"), in accordance with the terms of the Transaction Agreement, in connection with the merger of equals transaction.

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).
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