04/02/2025 | Press release | Distributed by Public on 04/02/2025 19:00
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 03/31/2025 | M | 2,677 | (5)(6)(13) | (5)(6)(13) | Common Stock | 2,677 | $ 0 (4) | 0 (14) | D | ||||
Restricted Stock Units | (3) | 03/31/2025 | M | 2,913 | (7)(8)(13) | (7)(8)(13) | Common Stock | 2,913 | $ 0 (4) | 2,913.579 | D | ||||
Restricted Stock Units | (3) | 03/31/2025 | M | 2,849 | (9)(10)(13) | (9)(10)(13) | Common Stock | 2,849 | $ 0 (4) | 5,699.021 | D | ||||
Restricted Stock Units | (3) | 03/31/2025 | A | 9,900 | (11) | (11) | Common Stock | 9,900 | $ 0 | 9,900 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Silver Mark S. C/O RYERSON HOLDING CORPORATION 227 W. MONROE ST., 27TH FLOOR CHICAGO, IL 60606 |
EVP, GC & Chief HR Officer |
/s/ Camilla Rykke Merrick, attorney-in-fact | 04/02/2025 | |
**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 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 7,425 restricted stock units, of which 2,475 vested on the first anniversary of the grant date, 2,475 vested on the second anniversary of the grant date and 2,475 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 8,250 restricted stock units, of which 2,750 vested on the first anniversary of the grant date and 2,750 vested on the second anniversary of the grant date. All 2,750 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 8,250 restricted stock units, of which 2,750 vested on the first anniversary of the grant date. Of the remaining unvested restricted stock units, 2,750 will vest on the second anniversary of the grant date and 2,750 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 9,900 restricted stock units, of which 3,300 will vest on the first anniversary of the grant date, 3,300 will vest on the second anniversary of the grant date and 3,300 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. |