Statement of Changes in Beneficial Ownership (4)
June 23 2023 - 1:17PM
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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OMB APPROVAL
OMB Number:
3235-0287
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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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Lawlar Russell Douglas |
2. Issuer Name and Ticker or Trading Symbol
HECLA MINING CO/DE/
[
HL
]
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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) Sr. VP & CFO |
(Last)
(First)
(Middle)
6500 N. MINERAL DR., SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/21/2023 |
(Street)
COEUR D'ALENE, ID 83815 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 6/21/2023 | | F | | 8583 (1) | D | $0 | 193532 (2) | D | |
Common Stock | 6/21/2023 | | J | | 6475 (3) | D | $0 | 187057 (4) | D | |
Common Stock | 6/21/2023 | | A | | 44401 (5) | A | $5.05 | 187057 (6) | D | |
Common Stock | 6/21/2023 | | J | | 9536 (7) | A | $0 | 9536 | I | Held in 401(k) Plan Account |
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 rights | $0 | 6/21/2023 | | A | | 29609 (8) | | 1/1/2026 | 1/1/2026 | Common Stock | 29609 | $0 | 187057 (9) | D | |
Explanation of Responses: |
(1) | Mr. Lawlar was awarded (i) 19,802 restricted stock units on June 22, 2020, (ii) 21,574 restricted stock units on June 21, 2021, and (iii) 44,018 restricted stock units on June 21, 2022. The restrictions lapsed on 1/3 of those vesting units (28,464 shares). Mr. Lawlar elected to have Hecla Mining Company withhold 8,583 shares to cover his tax liability. |
(2) | Consists of 39,682 shares held directly, 72,913 performance-based units, and 80,937 restricted stock units. |
(3) | Shares transferred to ex-spouse pursuant to a domestic relations order. |
(4) | Consists of 33,207 shares held directly, 72,913 performance-based units, and 80,937 restricted stock units. |
(5) | Award of restricted stock units that vest as follows: 14,801 shares on June 21, 2024, 14,800 shares on June 21, 2025, and 14,800 shares on June 21, 2026. |
(6) | See footnote 4. |
(7) | Held as 794.663 units in Mr. Lawlar's 401(k) account under the Hecla Mining Company Capital Accumulation Plan, and estimated to be 9,536 shares. |
(8) | Mr. Lawlar was awarded performance rights representing the contingent right to receive between $74,763 and $299,050 worth of Hecla Mining Company common stock based on Hecla Mining Company's total Shareholder Return performance over the 3-year period (January 1, 2023 to December 31, 2025) relative to our peers. Examples of the potential grant of shares to Mr. Lawlar under this plan are as follows: 100th percentile rank among peers = maximum award at 200% of target ($299,050 in stock); 40th to 60th percentile rank among peers = target at grant value ($149,525 in stock); and 25th percentile rank among peers = threshold award at 50% of target ($74,763 in stock). |
(9) | See footnote 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lawlar Russell Douglas 6500 N. MINERAL DR. SUITE 200 COEUR D'ALENE, ID 83815 |
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| Sr. VP & CFO |
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Signatures
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Tami D. Whitman, Attorney-in-Fact for Russell D. Lawlar | | 6/23/2023 |
**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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