Amended Statement of Changes in Beneficial Ownership (4/a)
March 08 2022 - 5:38PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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SHEPSTON MICHELLE H |
2. Issuer Name and Ticker or Trading Symbol
DMC Global Inc.
[
BOOM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer |
(Last)
(First)
(Middle)
C/O DMC GLOBAL INC., 11800 RIDGE PARKWAY, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2022 |
(Street)
BROOMFIELD, CO 80021
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/4/2022 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/2/2022 | | A | | 6460 (1) | A | $0 | 24502 | D | |
Common Stock | 3/2/2022 | | A | | 9118 (2) | A | $0 | 33620 | D | |
Common Stock | 3/2/2022 | | F | | 1335 (3) | D | $27.09 | 32285 | D | |
Common Stock | | | | | | | | 100 | I | By Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Performance Share Units | (4) | 3/2/2022 | | A | | 6460 | | (5) | (5) | Common Stock | 6460.0 | $0 | 6460 | D | |
Explanation of Responses: |
(1) | This stock award is subject to the lapse of time-based restrictions. The restrictions will lapse with respect to one-third of the shares in equal amounts on each of the first, second and third anniversaries of the grant date. |
(2) | One-third of this stock award vested immediately and two-thirds will vest on March 2, 2024. |
(3) | Represents withholding of shares to satisfy tax obligations upon the vesting of the underlying award. |
(4) | Each Performance Share Unit ("PSU") represents the contingent right to receive one share of the Issuer's common stock based on certain vesting conditions. |
(5) | The number of PSUs that will vest and the number of shares of Issuer's common stock that will be awarded, if any, is contingent on the Issuer's average Adjusted EBITDA as compared to target Adjusted EBITDA and the Issuer's total shareholder return ("TSR") relative to the TSR of identified peer companies achieved over the three year period from 2022 through 2024, with potential to earn a number of shares of common stock between 0% and 200% of the number of target PSUs awarded. This PSU award will cliff vest, if at all, after the performance period ending December 31, 2024. |
Remarks: This amendment corrects for shares withheld for taxes upon vesting of stock award granted and vested on March 2, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SHEPSTON MICHELLE H C/O DMC GLOBAL INC. 11800 RIDGE PARKWAY, SUITE 300 BROOMFIELD, CO 80021 |
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| Chief Legal Officer |
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Signatures
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/s/ Andrew Nelson, by Power of Attorney | | 3/8/2022 |
**Signature of Reporting Person | Date |
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). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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