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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 | ||||||||
Series A Convertible Preferred Stock | (5) | 07/16/2008 | C | 4,199.86 | (5) | (5) | Common Stock | 419,986 | (5) | 155,800.14 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GLENCORE INVESTMENT PTY LTD. LEVEL 4, 30 THE ESPLANADE PERTH, C3 6000 |
X | |||
GLENCORE INTERNATIONAL AG BAARERMATTSTRASSE 3 BAAR, V8 CH-6341 |
X | |||
GLENCORE HOLDING AG BAARERMATTSTRASSE 3 BAAR, V8 CH-6341 |
X |
/s/ Valarie A. Hing as Attorney-in-Fact | 07/18/2008 | |
**Signature of Reporting Person | Date | |
/s/ Valarie A. Hing as Attorney-in-Fact | 07/18/2008 | |
**Signature of Reporting Person | Date | |
Valarie A. Hing as Attorney-in-Fact | 07/18/2008 | |
**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) | Represents shares of common stock purchased by Glencore Investment Pty Ltd. in the registered public offering of the issuer's common stock, which closed on July 16, 2008, at the public offering price of $62.25 per share |
(2) | The shares of common stock reported in Table I and Series A convertible preferred stock reported in Table II are held directly by Glencore Investment Pty Ltd., a wholly-owned subsidiary of Glencore Investment AG, and indirectly by (i) Glencore International AG, the controlling shareholder of Glencore Investment AG, and (ii) Glencore Holding AG, the controlling shareholder of Glencore International AG. |
(3) | Represents shares of common stock acquired upon conversion of 4,199.86 shares of Series A convertible preferred stock. Each share of Series A convertible preferred stock is convertible into 100 shares of common stock at the times and under the circumstances described in the Certificate of Designation for the Series A Convertible Preferred Stock. |
(4) | Represents 1,047 shares of restricted common stock issued on June 25, 2008 to Mr. Willy R. Strothotte, a director of the issuer, who holds such shares as nominee for Glencore Investment. Shares vest in full on the one year anniversary of the grant date, or if earlier, upon Mr. Strothotte's termination of service as a member of the issuer's board of directors due to death or disability. |
(5) | Each share of Series A Convertible Preferred Stock is convertible into 100 shares of the Issuer's common stock at the times and under the circumstances described in the Certificate of Designation for the Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock has no expiration date. |