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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 | ||||||||
| Restricted Stock Units | (2) | 02/26/2019 | A | 4,585 | (5) | (5) | Common Stock | 4,585 | $ 0 | 4,585 | D | ||||
| Performance Share Units | (4) | 02/26/2019 | A | 2,293 | (6) | (6) | Common Stock | 2,293 | $ 0 | 2,293 | D | ||||
| Restricted Stock Units | (2) | 02/27/2019 | M | 2,000 | (1) | (1) | Common Stock | 2,000 | $ 0 | 4,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Grieves Ian C/O DMC GLOBAL INC. 5405 SPINE ROAD BOULDER, CO 80301 |
Pres & Gen Mgr, DynaEnergetics | |||
| /s/ Teri Scott, as attorney-in-fact | 02/28/2019 | |
| **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) | On February 27, 2018, 6,000 RSUs were granted to the reporting person. 2,000 of these RSUs vested on February 27, 2019, another 2,000 RSUs will vested on February 27, 2020, and the remaining 2,000 RSUs will vest on February 27, 2021. |
| (2) | Each Restricted Stock Unit ("RSU") represents the right to receive one share of the common stock of the Issuer. |
| (3) | Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock. |
| (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) | One-third of these RSUs will vest on each of the first, second and third anniversaries of the grant date. |
| (6) | 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 2019 through 2021, 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, 2021. |