FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Koppers Holdings Inc. [ KOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/03/2017 | M | 2,000 | A | $17.57 | 14,035.5468 | D | |||
Common Stock | 03/03/2017 | S | 2,000 | D | $44.17 | 12,035.5468 | D | |||
Common Stock | 03/03/2017 | F | 150.0147 | D(1) | $44.1 | 11,885.5321 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Options (Rights to Buy) | $17.57 | 03/03/2017 | M | 2,000 | 03/03/2016(2) | 03/02/2025 | Common Stock | 2,000 | $0.00 | 10,832 | D | ||||
Restricted Stock Units | (3) | 03/03/2017 | A | 975 | (4) | (4) | Common Stock | 975 | $0.00 | 975 | D | ||||
Employee Stock Options (Rights to Buy) | $44.1 | 03/03/2017 | A | 3,604 | (5) | 03/02/2027 | Common Stock | 3,604 | $0.00 | 3,604 | D |
Explanation of Responses: |
1. Shares surrendered to the issuer by the reporting person as payment for tax withholding related to the vesting of time-based restricted stock units ("RSUs"). |
2. Stock Options vest in four equal annual installments, with the first installment vesting on March 3, 2016. |
3. Each RSU represents a contingent right to receive one share of Koppers Holdings Inc. common stock(the "Common Stock"), or its equivalent cash value. |
4. The reporting person was granted RSUs on March 3, 2017 under the Koppers Holdings Inc. 2005 Long Term Incentive Plan, as Amended and Restated. RSUs vest in four equal annual installments, with the first installment vesting on March 3, 2018. Upon vesting, the RSUs will be paid out in whole shares of Common Stock or cash as may be determined by the Company. |
5. The reporting person was granted stock options on March 3, 2017, which will vest in four equal annual installments, with the first installment vesting on March 3, 2018. |
Remarks: |
/s/ Steven R. Lacy, Attorney-in-Fact | 03/07/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |