Marlin C. Losch III - 21 Nov 2024 Form 4 Insider Report for HAYNES INTERNATIONAL INC

Role
VP, SALES AND DISTRIBUTION
Signature
/s/ Daniel W. Maudlin, attorney-in-fact for Marlin C. Losch, III
Issuer symbol
N/A
Transactions as of
21 Nov 2024
Net transactions value
$0
Form type
4
Filing time
21 Nov 2024, 17:18:59 UTC
Previous filing
16 Oct 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HAYN Common Stock Disposed to Issuer -32,672 -100% 0 21 Nov 2024 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 HAYN Employee Stock Option (right to buy) Disposed to Issuer -5,476 -100% 0 21 Nov 2024 Common Stock 5,476 $30.54 Direct F3
transaction HAYN Employee Stock Option (right to buy) Disposed to Issuer -6,035 -100% 0 21 Nov 2024 Common Stock 6,035 $33.59 Direct F3
transaction HAYN Employee Stock Option (right to buy) Disposed to Issuer -6,627 -100% 0 21 Nov 2024 Common Stock 6,627 $36.65 Direct F3
transaction HAYN Employee Stock Option (right to buy) Disposed to Issuer -6,883 -100% 0 21 Nov 2024 Common Stock 6,883 $37.00 Direct F3
transaction HAYN Employee Stock Option (right to buy) Disposed to Issuer -11,252 -100% 0 21 Nov 2024 Common Stock 11,252 $22.64 Direct F3
transaction HAYN Employee Stock Option (right to buy) Disposed to Issuer -3,620 -100% 0 21 Nov 2024 Common Stock 3,620 $44.07 Direct F3
transaction HAYN Employee Stock Option (right to buy) Disposed to Issuer -2,988 -100% 0 21 Nov 2024 Common Stock 2,988 $48.85 Direct F3
transaction HAYN Employee Stock Option (right to buy) Disposed to Issuer -3,475 -100% 0 21 Nov 2024 Common Stock 3,475 $48.63 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Marlin C. Losch III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On November 21, 2024, pursuant to the Agreement and Plan of Merger, dated as of February 4, 2024, by and among North American Stainless, Inc. ("Parent"), Warhol Merger Sub, Inc. ("Merger Sub"), Haynes International, Inc. (the "Company"), and solely for the purposes of Section 9.14, Acerinox, S.A., Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each share of Company common stock issued and outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive cash in an amount equal to $61.00, without interest.
F2 The number of shares disposed of in the Merger includes 7,862 shares of restricted stock held by the reporting person as of immediately prior to the effective time of the Merger. At the effective time of the Merger, each award of Company restricted stock outstanding as of immediately prior to the effective time was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the sum of (i) the product of (A) the per share price of $61.00 and (B) the total number of shares of Company common stock subject to such award of Company restricted stock as of immediately prior to the effective time plus (ii) the amount of any accrued but unpaid dividends with respect to such award of Company restricted stock.
F3 At the effective time, each Company option outstanding as of immediately prior to the effective time with an exercise price per share less than the per share price of $61.00, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares of Company common stock subject to the Company option as of immediately prior to the effective time and (ii) the excess of the per share price of $61.00 over the exercise price per share of such Company option.