Dennis M. Oates - 23 Jan 2025 Form 4 Insider Report for UNIVERSAL STAINLESS & ALLOY PRODUCTS INC

Role
Director
Signature
John Arminas AIF
Issuer symbol
N/A
Transactions as of
23 Jan 2025
Net transactions value
-$13,156,350
Form type
4
Filing time
23 Jan 2025, 12:13:26 UTC
Previous filing
20 Nov 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USAP Common Stock Disposed to Issuer $10,383,030 -230,734 -100% $45.00 0 23 Jan 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction USAP Stock Option (Right to Buy) Disposed to Issuer $676,400 -20,000 -100% $33.82 0 23 Jan 2025 Common Stock 20,000 $11.18 Direct F3
transaction USAP Stock Option (Right to Buy) Disposed to Issuer $393,250 -13,000 -100% $30.25 0 23 Jan 2025 Common Stock 13,000 $14.75 Direct F3
transaction USAP Stock Option (Right to Buy) Disposed to Issuer $212,506 -8,600 -100% $24.71 0 23 Jan 2025 Common Stock 8,600 $20.29 Direct F3
transaction USAP Stock Option (Right to Buy) Disposed to Issuer $220,074 -8,600 -100% $25.59 0 23 Jan 2025 Common Stock 8,600 $19.41 Direct F3
transaction USAP Stock Option (Right to Buy) Disposed to Issuer $306,100 -10,000 -100% $30.61 0 23 Jan 2025 Common Stock 10,000 $14.39 Direct F3
transaction USAP Stock Option (Right to Buy) Disposed to Issuer $501,540 -13,000 -100% $38.58 0 23 Jan 2025 Common Stock 13,000 $6.42 Direct F3
transaction USAP Stock Option (Right to Buy) Disposed to Issuer $463,450 -13,000 -100% $35.65 0 23 Jan 2025 Common Stock 13,000 $9.35 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dennis M. Oates is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects the disposition of the reporting person's shares common stock, par value $0.001, of Universal Stainless & Alloy Products, Inc. (the "Company") upon the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 16, 2024 (the "Merger Agreement"), among the Company, Aperam US Holdco LLC ("Parent") and Aperam US Absolute LLC ("Merger Sub"), including the consummation of the merger of Merger Sub with and into the Company with the Company as the surviving corporation on January 23, 2025 (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of the Company's common stock was canceled and converted automatically into the right to receive $45.00 in cash, without interest (the "Merger Consideration").
F2 The shares of the Company's common stock reported as disposed by the reporting person include restricted stock unit awards. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit award granted under the Company's Amended and Restated 2017 Equity Incentive Plan was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of shares subject to such restricted stock unit award, less applicable taxes and authorized deductions.
F3 Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised option to purchase shares of the Issuer's common stock, whether vested or unvested (each such option, a "Company Stock Option"), was canceled and converted into the right to receive an amount in cash, without interest and subject to applicable tax withholdings, equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of common stock of such Company Stock Option and (b) the total number of shares of common stock subject to such Company Stock Option.