Ryerson Holding Corporation

04/02/2025 | Press release | Distributed by Public on 04/02/2025 19:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Claussen James J
2. Issuer Name and Ticker or Trading Symbol
Ryerson Holding Corp [RYI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO
(Last) (First) (Middle)
C/O RYERSON HOLDING CORPORATION, 227 W. MONROE ST., 27TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2025
(Street)
CHICAGO, IL 60606
4. If Amendment, Date 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
(City) (State) (Zip)
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 (par value $0.01 per share) 03/31/2025 M 4,164 A $ 0 (1)(13) 62,937.3365 D
Common Stock (par value $0.01 per share) 03/31/2025 M 4,078 A $ 0 (1)(13) 67,015.3365 D
Common Stock (par value $0.01 per share) 03/31/2025 M 3,989 A $ 0 (1)(13) 71,004.3365 D
Common Stock (par value $0.01 per share) 03/31/2025 M 23,450 A $ 0 (2) 94,454.3365 D
Common Stock (par value $0.01 per share) 03/31/2025 F 15,198(12) D $22.96 79,256.3365 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 03/31/2025 M 4,164 (5)(6)(13) (5)(6)(13) Common Stock 4,164 $ 0 (4) 0 (14) D
Restricted Stock Units (3) 03/31/2025 M 4,078 (7)(8)(13) (7)(8)(13) Common Stock 4,078 $ 0 (4) 4,079.21 D
Restricted Stock Units (3) 03/31/2025 M 3,989 (9)(10)(13) (9)(10)(13) Common Stock 3,989 $ 0 (4) 7,978.231 D
Restricted Stock Units (3) 03/31/2025 A 13,200 (11) (11) Common Stock 13,200 $ 0 13,200 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Claussen James J
C/O RYERSON HOLDING CORPORATION
227 W. MONROE ST., 27TH FLOOR
CHICAGO, IL 60606
Executive Vice President & CFO

Signatures

/s/ Camilla Rykke Merrick, attorney-in-fact 04/02/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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 received upon the vesting of restricted stock units and shares received upon the vesting of dividend equivalent rights granted in connection with the quarterly dividends declared by Ryerson Holding Corporation (the "Company"). Dividend equivalent rights are subject to the same terms and conditions, including vesting, as the underlying restricted stock units.
(2) Represents shares received or that will be received in respect of performance-based restricted stock units granted on March 31, 2022. Each performance-based restricted stock unit became vested on March 31, 2025, which was the later of (i) the third anniversary of the grant date and (ii) the date the compensation committee certified the achievement of the applicable performance objectives in accordance with the underlying award agreement. The compensation committee certified the achievement of the applicable performance objectives on March 31, 2025. Vested shares will be delivered to the reporting person not later than 60 days following the vesting date.
(3) Each restricted stock unit represents a contingent right to receive one share of common stock of the Company.
(4) The restricted stock units reported as disposed herein were settled for shares of common stock of the Company.
(5) On March 31, 2022, the reporting person was granted 11,550 restricted stock units, of which 3,850 vested on the first anniversary of the grant date, 3,850 vested on the second anniversary of the grant date and 3,850 vested on the third anniversary of the grant date. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates.
(6) Settlement of dividend equivalent rights in connection with the vesting of underlying restricted stock units that were granted on March 31, 2022. The dividend equivalent rights accrued when and as the Company declared quarterly dividends and vested proportionately with the restricted stock unit to which they related. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates.
(7) On March 31, 2023, the reporting person was granted 11,550 restricted stock units, of which 3,850 vested on the first anniversary of the grant date and 3,850 vested on the second anniversary of the grant date. All 3,850 of the remaining unvested restricted stock units will vest on the third anniversary of the grant date. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates.
(8) Settlement of dividend equivalent rights in connection with the vesting of underlying restricted stock units that were granted on March 31, 2023. The dividend equivalent rights accrued when and as the Company declared quarterly dividends and vested proportionately with the restricted stock unit to which they related. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates.
(9) On March 31, 2024, the reporting person was granted 11,550 restricted stock units, of which 3,850 vested on the first anniversary of the grant date. Of the remaining unvested restricted stock units, 3,850 will vest on the second anniversary of the grant date and 3,850 will vest on the third anniversary of the grant date. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates.
(10) Settlement of dividend equivalent rights in connection with the vesting of underlying restricted stock units that were granted on March 31, 2024. The dividend equivalent rights accrued when and as the Company declared quarterly dividends and vested proportionately with the restricted stock unit to which they related. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates.
(11) On March 31, 2025, the reporting person was granted 13,200 restricted stock units, of which 4,400 will vest on the first anniversary of the grant date, 4,400 will vest on the second anniversary of the grant date and 4,400 will vest on the third anniversary of the grant date. Vested shares will be delivered to the reporting person not later than 60 days following such vesting dates.
(12) Represents shares that have been withheld by the Company to satisfy its income tax and withholding remittance obligations in connection with the net settlement of restricted stock units.
(13) The number of dividend equivalent rights settled in connection with the vesting of underlying restricted stock units has been rounded to a whole number. This reflects a change in the reporting methodology.
(14) The number of restricted stock units owned by the reporting person following the reported transaction has been rounded to a whole number. This reflects a change in the reporting methodology.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.