Sec Form 4 Filing - Miller John A @ Real Industry, Inc. - 2017-02-28

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
Miller John A
2. Issuer Name and Ticker or Trading Symbol
Real Industry, Inc. [ RELY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
15301 VENTURA BOULEVARD, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2017
(Street)
SHERMAN OAKS, CA91403
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 02/28/2017 A 29,412 ( 1 ) A $ 0 76,098 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
Restricted Stock Unit ( 2 ) 02/28/2017 A 32,827 ( 3 ) ( 3 ) Common Stock 32,827 $ 0 50,181 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller John A
15301 VENTURA BOULEVARD
SUITE 400
SHERMAN OAKS, CA91403
Executive Vice President
Signatures
/s/ Kyle Ross, Attorney-in-Fact for John Miller 03/01/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of restricted common stock issued to Mr. Miller as part of the Company's long-term incentive program under the Real Industry, Inc. Amended and Restated 2015 Equity Award Plan (the "Plan"). The number of shares represents $150,000 divided by the closing price of the Company's common stock on the grant date. Such shares will vest in three equal installments on each of March 16, 2018, March 15, 2019 and March 16, 2020.
( 2 )Each restricted stock unit represents the right to receive one share of common stock, at settlement.
( 3 )Restricted stock units ("RSUs") with a grant date fair value of $150,000 issued to Mr. Miller under the Plan. Issuance of shares subject to the RSUs is based on the Company's annualized total stockholder return ("TSR") relative to the TSR of the Russell 2000 Index of companies for the three-year performance period commencing on February 28, 2017 and ending on February 27, 2020. The "target" number of shares to be issued pursuant to the RSUs is reported. Between 0% and 150% of the target number of shares may be issued, with the actual percentage determined based on actual performance.

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