Statement of Changes in Beneficial Ownership (4)
18 Outubro 2013 - 11:23AM
Edgar (US Regulatory)
FORM 4
[
X
]
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 OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
ONEX CORP
|
2. Issuer Name
and
Ticker or Trading Symbol
TMS International Corp.
[
TMS
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
161 BAY STREET, SUITE 4900
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/16/2013
|
(Street)
TORONTO, A6 M5J 2S1
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
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
|
Class B Common Stock
(3)
(4)
|
(1)
|
10/16/2013
|
|
U
|
|
|
22903899
|
4/19/2011
|
(1)
|
Class A Common Stock
|
22903899
|
$17.50
(2)
|
0
|
D
|
|
Class B Common Stock
(5)
|
(1)
|
10/16/2013
|
|
U
|
|
|
13471020
|
4/19/2011
|
(1)
|
Class A Common Stock
|
13471020
|
$17.50
(2)
|
0
|
D
|
|
Class B Common Stock
(6)
|
(1)
|
10/16/2013
|
|
U
|
|
|
112544
|
4/19/2011
|
(1)
|
Class A Common Stock
|
112544
|
$17.50
(2)
|
0
|
D
|
|
Class B Common Stock
(7)
|
(1)
|
10/16/2013
|
|
U
|
|
|
543030
|
4/19/2011
|
(1)
|
Class A Common Stock
|
543030
|
$17.50
(2)
|
0
|
D
|
|
Class B Common Stock
(8)
|
(1)
|
10/16/2013
|
|
U
|
|
|
263862
|
4/19/2011
|
(1)
|
Class A Common Stock
|
263862
|
$17.50
(2)
|
0
|
D
|
|
Class B Common Stock
|
(1)
|
10/16/2013
|
|
U
|
|
|
23446929
|
4/19/2011
|
(1)
|
Class A Common Stock
|
23446929
|
$17.50
(2)
|
0
|
I
|
See footnote
(9)
|
Explanation of Responses:
|
(
1)
|
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.
|
(
2)
|
Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of August 23, 2013, among the issuer, Crystal Acquisition Company, Inc. and Crystal Merger Sub, Inc., in exchange for the merger consideration of $17.50 per share in cash, without interest and less any withholding or other applicable taxes, on the effective date of the merger.
|
(
3)
|
All of the shares owned by Onex Corporation are reported as beneficially owned by each of Onex Corporation and Gerald Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
|
(
4)
|
Onex Corporation may be deemed to own beneficially the shares of Class B Common Stock held directly by it and by (a) Onex Partners II LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Partners II LP, (b) Onex Partners II GP LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, and (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP. Onex Corporation disclaims beneficial ownership of these securities except to the extent of its direct ownership.
|
(
5)
|
Represents shares directly owned by Onex Partners II LP. All of the shares owned by Onex Partners II LP are reported as beneficially owned by each of Onex Partners II LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
|
(
6)
|
Represents shares directly owned by Onex Partners II GP LP. All of the shares owned by Onex Partners II GP LP are reported as beneficially owned by each of Onex Partners II GP LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
|
(
7)
|
Represents shares directly owned by 1597257 Ontario Inc. All of the shares owned by 1597257 Ontario Inc. are reported as beneficially owned by each of 1597257 Ontario Inc. and Gerald Schwartz, notwithstanding the fact that each Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
|
(
8)
|
Represents shares directly owned by Onex US Principals LP. All of the shares owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, Onex Corporation and Gerald Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
|
(
9)
|
Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation. The interests of Onex Corporation are described in footnotes 4 through 10. Mr. Schwartz disclaims beneficial ownership in these securities, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
ONEX CORP
161 BAY STREET
SUITE 4900
TORONTO, A6 M5J 2S1
|
|
X
|
|
|
SCHWARTZ GERALD W
C/O ONEX CORPORATION
161 BAY STREET
TORONTO, A6 M5J 2S1
|
|
X
|
|
|
ONEX PARTNERS II L P
C/O ONEX INVESTMENT CORPORATION
712 FIFTH AVENUE
NEW YORK, NY 10019
|
|
X
|
|
|
Signatures
|
/s/ Andrea E. Daly, authorized person for Onex Corporation
|
|
10/16/2013
|
**
Signature of Reporting Person
|
Date
|
/s/ Donald Lewtas, attorney-in-fact for Gerald W. Schwartz., *Power of Attorney incorporated by reference to the Amendment to Form 4 to Dura Automotive Systems, Inc. filed with the Securities and Exchange Commission by Gerald W. Schwartz on Sep. 10, 1996*
|
|
10/16/2013
|
**
Signature of Reporting Person
|
Date
|
/s/ Donald Lewtas, authorized person for 1597257 Ontario Inc.
|
|
10/16/2013
|
**
Signature of Reporting Person
|
Date
|
/s/ Joel Greenberg, attorney-in-fact for Onex Partners II LP, Onex Partners II GP LP and Onex US Principals LP.
|
|
10/16/2013
|
**
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.
|
Thomson (NYSE:TMS)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Thomson (NYSE:TMS)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025
Notícias em tempo-real sobre Tms International Corp. Class A da New York Stock Exchange bolsa de valores: 0 artigos recentes
Mais Notícias de Tms International Corp.