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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A Preferred Stock | $ 13 (1) | 04/19/2011 | C | 0.55 | (1) | (1) | Class B Common Stock | 587 (1) | $ 0 | 0 | D | ||||
Class B Common Stock | (2) | 04/19/2011 | C | 587 | 04/19/2011 | (2) | Class A Common Stock | 587 | (2) | 49,468 | D | ||||
Class A Preferred Stock | $ 13 (1) | 04/19/2011 | C | 0.55 | (1) | (1) | Class B Common Stock | 587 (1) | $ 0 | 0 | I | By IMC Tube City Investments, LLC | |||
Class B Common Stock | (2) | 04/19/2011 | C | 587 | 04/19/2011 | (2) | Class A Common Stock | 587 | (2) | 701 | I | By IMC Tube City Investments, LLC | |||
Class A Preferred Stock | $ 13 (1) | 04/19/2011 | C | 1,098.9 | (1) | (1) | Class B Common Stock | 1,174,316 (1) | $ 0 | 0 | I | By IMC Tube City Holdings, Inc. | |||
Class B Common Stock | (2) | 04/19/2011 | C | 1,174,316 | 04/19/2011 | (2) | Class A Common Stock | 1,174,316 | (2) | 1,402,261 | I | By IMC Tube City Holdings, Inc. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Coslov I Michael C/O TMS INTERNATIONAL CORP. 12 MONONGAHELA AVENUE GLASSPORT, PA 15045 |
X |
/s/ Thomas E. Lippard, attorney-in-fact for I Michael Coslov | 04/21/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each share of Class A Preferred Stock was convertible into a number of shares of Class B Common Stock determined by dividing the liquidation preference of such share of Class A Preferred Stock, including accrued but unpaid dividends, at the time of conversion by the conversion price. Concurrently with the initial public offering of the Issuer's Class A Common Stock, each share of Class A Preferred Stock converted into the number of shares of Class B Common Stock on the basis of a conversion price equal to 13.00 per share, the public offering price per share of Class A Common Stock in the offering. |
(2) | Shares of Class B Common Stock are convertible on a one-for-one basis at any time, at the option of the holder, into shares of Class A Common Stock and are automatically convertible on a one-for-one basis into shares of Class A Common Stock upon a sale or other disposition to any person other than (i) a person who obtained Class B Common Stock through a direct issuance by the Issuer or (ii) Onex Corporation, Onex Partners II LP or any controlled affiliate of Onex Corporation or Onex Partners II LP. The Class B Common Stock has no expiration date. |