Glencore International Ag - Dec 15, 2022 Form 4 Insider Report for CENTURY ALUMINUM CO (CENX)

Role: 10%+ Owner
Signature: GLENCORE INTERNATIONAL AG By: /s/ Martin Haering, Name: Martin Haering, Title: Officer
Stock symbol: CENX
Transactions as of: Dec 15, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/16/2022, 05:01 AM
Previous filing: May 10, 2021
Next filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CENX	Common Stock	Other		+27.5M			27.5M	Dec 15, 2022	Direct	F1, F2, F3, F4, F5
holding	CENX	Common Stock						11.7M	Dec 15, 2022	See Footnote	F6, F7

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	Call Option (right to buy)	Other		-1	-100%		0	Dec 15, 2022	Common Stock	27.5M	$2.70	See Footnote	F1, F2, F3, F4, F5, F6, F7
transaction	CENX	Total Return Swap (right to buy)	Other		-1	-100%		0	Dec 15, 2022	Common Stock	27.5M		See Footnote	F1, F2, F3, F4, F5, F6, F7
transaction	CENX	Call Option (right to buy)	Other		-1	-100%		0	Dec 15, 2022	Common Stock	27.5M	$100.00	See Footnote	F1, F2, F3, F4, F5, F6, F7

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

Explanation of Responses:

Id	Content
F1	On September 14, 2017, Glencore AG, a wholly-owned subsidiary of Glencore International AG, entered into a series of transactions (the "2017 Transactions") with Ryfold Limited ("Ryfold") and Givolon Limited, currently a wholly-owned subsidiary of Ryfold ("Givolon"), in connection with a financing (the "Financing") to be secured by a pledge by Givolon of 27,500,000 shares of Common Stock (the "Specified Shares").
F2	The 2017 Transactions included (i) Glencore AG's sale to Givolon of the Specified Shares at a per share price of $18.03075, and (ii) the acquisition by Glencore AG from Givolon, for a premium of $15.32613 per share, of the American-style call option reported on Line 1 of Table II, which gives Glencore AG the right to purchase from Givolon, at any time prior to the expiration thereof, a number of shares of Common Stock equal to the Specified Shares at a price equal to $2.70462 per share of Common Stock (the "Century Call Option").
F3	The 2017 Transactions also included the stock-settled total return swap reported on Line 2 of Table II, which will automatically terminate if the Century Call Option is exercised, pursuant to which Glencore AG received economic exposure to a number of shares of Common Stock equal to the Specified Shares and upon settlement of which Givolon will be obligated to deliver a number of shares equal to the Specified Shares to Glencore AG and Glencore AG will be obligated to pay to Givolon the reference price of $18.03075 per share (the "Century TRS").
F4	The 2017 Transactions additionally included (i) Glencore AG's sale to Ryfold of 100% of the equity interest in Givolon for an aggregate price of $100, and (ii) the acquisition by Glencore AG from Ryfold, for aggregate premium of $100, of the American-style call option reported on Line 3 of Table II, which gives Glencore AG the right to purchase from Ryfold, at any time prior to the expiration thereof, 100% of the equity interests in Givolon for an aggregate exercise price of $100 (the "Givolon Call Option").
F5	In connection with the termination of the Financing and the related pledge, on December 15, 2022 Glencore AG, Givolon and Ryfold terminated and cancelled the 2017 Transactions, including the Century Call Option, the Century TRS and the Givolon Call Option, and Givolon transferred the Specified Shares to Glencore AG's parent, Glencore International AG.
F6	The Common Stock reported in Line 2 of Table I and the Century Call Option, Century TRS and Givolon Call Option reported in Table II are held directly by Glencore AG, a wholly owned subsidiary of Glencore International AG, and indirectly by Glencore International AG. The Common Stock reported on Line 1 of Table I is held directly by Glencore International AG.
F7	Glencore International AG is wholly owned by Glencore plc, which may be deemed an indirect beneficial owner of the securities held by Glencore AG and Glencore International AG.