International Ag Glencore - May 7, 2021 Form 4 Insider Report for CENTURY ALUMINUM CO (CENX)

Role: 10%+ Owner
Signature: GLENCORE INTERNATIONAL AG: By: /s/ John Burton; Name: John Burton; Title: Director
Stock symbol: CENX
Transactions as of: May 7, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/10/2021, 07:02 PM
Next filing: Dec 16, 2022

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	CENX	Cash Settled Total Return Swap	Exercise of in-the-money or at-the-money derivative security		-1	-100%		0	May 7, 2021	Common Stock	4.4M		Direct	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Glencore International AG ("Glencore International"), a direct wholly-owned subsidiary of Glencore plc, previously received economic exposure with respect to 4,400,000 shares of common stock pursuant to a cash-settled total return swap (the "Swap") entered into between Glencore International and Citigroup Global Markets Inc. (together with its successors in interest under the Swap, "Citi"), with an initial expiration date of March 11, 2013 (subsequently extended to April 17, 2021).
F2	Upon expiration of the Swap, (i) Glencore International is obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted average price of the common stock from the $16.6582 per share volume weighted average price calculated during the initial averaging period for the Swap in March 2011 to the volume weighted average price of the common stock during the final valuation period at the expiration of the term of the Swap, or (ii) Citi is obligated to make a cash payment to Glencore International with respect to any appreciation in such volume weighted average price during the same period.
F3	Under the terms of the Swap, generally, Glencore International was obligated to pay to Citi certain fees and commissions and Citi was obligated to pay to Glencore International an amount in cash equal to any dividends that would have been paid by the issuer on the number of shares referenced by the Swap.
F4	On April 17, 2021 the Swap expired in accordance with its terms and a net settlement amount of $4,039,728 (equal to the difference between (i) a final valuation amount based on the volume weighted average price of the common stock during a final valuation period ending on May 7, 2021, and (ii) the original valuation amount equal to the per share initial reference price of $16.6582 multiplied by the 4,400,000 shares referenced by the Swap), became due from Glencore International to Citi.
F5	The Swap was held directly by Glencore International, and may be deemed to have been beneficially owned indirectly by Glencore plc. The Swap did not give the reporting persons direct or indirect voting, investment or dispositive control over any securities of the issuer, and accordingly, the reporting persons disclaim any beneficial ownership in the shares of common stock referenced by the swaps.