Form 4: Universal Stainless & Alloy Products Inc. Executive Wendel Crosby Disposes of Shares and Options Following Merger

Wendel Crosby, V.P. of Manufacturing at Universal Stainless & Alloy Products Inc., reports the disposition of shares and stock options due to the merger with Aperam US Holdco LLC, where each share was converted to $45.00 in cash.

Summary

• Wendel Crosby, V.P. of Manufacturing at Universal Stainless & Alloy Products Inc. (USAP), filed a Form 4 detailing changes in beneficial ownership.
• The filing is triggered by the merger of USAP with Aperam US Holdco LLC, which was completed on January 23, 2025.
• As a result of the merger, Crosby disposed of 40,566 shares of common stock, each converted to $45.00 in cash.
• Additionally, 14,446 restricted stock units were converted into a cash-settled award.
• Performance-Based Restricted Stock Units (Executive PSUs) were converted into the right to receive the merger consideration per share, with performance conditions adjusted based on the closing date of the merger.
• Outstanding stock options were canceled and converted into the right to receive cash equal to the difference between the merger consideration and the exercise price of the options.
• The disposed stock options include various grants with exercise prices ranging from $6.42 to $35.81 and expiration dates from 2025 to 2031.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The merger provides a defined cash value for shareholders and executives, eliminating uncertainty. The process is standard and expected.

Future Outlook

The document does not contain any specific forward-looking statements beyond the completion of the merger.

Industry Context

This announcement reflects a common scenario following a merger or acquisition, where executive holdings are adjusted to reflect the new ownership structure and terms of the agreement.

Comparison to Industry Standards

• Mergers and acquisitions in the stainless steel and alloy products industry often result in similar adjustments to executive compensation and equity holdings.
• The conversion of stock options and restricted stock units into cash equivalents is a standard practice in such transactions.
• The $45.00 per share merger consideration would need to be compared to the trading price of USAP prior to the announcement to assess its fairness relative to industry benchmarks for similar deals.

Stakeholder Impact

• Shareholders received $45.00 per share in cash.
• Executives received cash payments for their shares, restricted stock units, and stock options.

Key Dates

Keywords

Form 4, Merger, Disposition, Stock Options, Restricted Stock Units, Universal Stainless & Alloy Products Inc., Aperam US Holdco LLC, Beneficial Ownership, Wendel Crosby