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Form 4 CENTURY ALUMINUM CO For: Sep 02 Filed by: Berntzen Jarl

September 4, 2015 9:59 AM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Berntzen Jarl

(Last) (First) (Middle)
CENTURY ALUMINUM COMPANY
1 SOUTH WACKER DRIVE, SUITE 1000

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CENTURY ALUMINUM CO [ CENX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Common Stock 09/02/2015   A   18,792 (1) (2) A $ 0 68,546 (3) D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Explanation of Responses:
1. Includes (i) 12,027 performance shares granted to the reporting person on September 2, 2015 pursuant to a Rule 16b-3(d) plan representing the annual grant of service based performance shares made to directors which vest on the one year anniversary of the grant date or earlier upon the occurrence of certain other events and (ii) 6,765 performance shares granted to the reporting person on September 2, 2015 pursuant to a Rule 16b-3(d) plan representing the reporting person's annual retainer which will vest in four equal quarterly installments.
2. Settlement of the performance shares has been deferred until the termination of the reporting person's service as a director of the Company.
3. Includes deferred performance share units to the Reporting Person in connection with previous annual grants of Performance Shares made to the Reporting Person pursuant to a Rule 16b-3(d) plan.
/s/ Jesse E. Gary, attorney-in-fact for Jarl Berntzen 09/03/2015
** 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 Number.
POWER OF ATTORNEY


    KNOW ALL BY THESE PRESENTS, that the undersigned hereby 
constitutes and appoints each of Jesse E. Gary and Michael A. 
Serafini, signing singly, the undersigned's true and lawful 
attorney-in-fact to: 

    (1)    execute for and on behalf of the undersigned, 
        in the undersigned's capacity as an officer and/or 
        director of Century Aluminum Company (the 
        "Company"), all filings in accordance with the 
        Securities Exchange Act of 1934 and the rules 
        thereunder; 

    (2)    do and perform any and all acts for and on behalf 
        of the undersigned which may be necessary or 
        desirable to complete and execute any such filings 
        in accordance with the Securities Exchange Act of 
        1934 and the rules thereunder, complete and execute 
        any amendment or amendments thereto, and timely 
        file such filings with the United States Securities 
        and Exchange Commission and any stock exchange or 
        similar authority; and 

    (3)    take any other action of any type whatsoever in 
        connection with the foregoing which, in the opinion 
        of such attorney-in-fact, may be of benefit to, in 
        the best interest of, or legally required by, the 
        undersigned, it being understood that the documents 
        executed by such attorney-in-fact on behalf of the 
        undersigned pursuant to this Power of Attorney 
        shall be in such form and shall contain such terms 
        and conditions as such attorney-in-fact may approve 
        in such attorney-in-fact's discretion. 


    The undersigned hereby grants to each such attorney-in-fact 
full power and authority to do and perform any and every act and thing 
whatsoever requisite, necessary, or proper to be done in the exercise 
of any of the rights and powers herein granted, as fully to all 
intents and purposes as the undersigned might or could do if personally 
present, with full power of substitution or revocation, hereby 
ratifying and confirming all that such attorney-in-fact, or such 
attorney-in-fact's substitute or substitutes, shall lawfully do or 
cause to be done by virtue of this power of attorney and the rights and 
powers herein granted.  The undersigned acknowledges that the foregoing 
attorneys-in-fact, in serving in such capacity at the request of the 
undersigned, are not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with the Securities Exchange 
Act of 1934.


    This Power of Attorney shall remain in full force and effect 
until the undersigned is no longer required to execute such filings in 
accordance with the Securities Exchange Act of 1934 and the rules 
thereunder, unless earlier revoked by the undersigned in a signed 
writing delivered to the foregoing attorneys-in-fact. 


    IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 19th day of March, 2013. 


/s/ Jarl Berntzen    
Signature 



Jarl Berntzen    
Print Name 



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