SEC Form 4
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*
GLENCORE INTERNATIONAL AG

(Last) (First) (Middle)
BAARERMATTSTRASSE 3
P.O. BOX 1363

(Street)
BAAR V8 CH-6341

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CENTURY ALUMINUM CO [ CENX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Cash Settled Total Return Swap $9.7193(1)(2)(3)(5)(6) 09/28/2020(4) J/K(1)(2)(3)(4)(5) 1(4) 12/29/2020(2)(4) 12/29/2020(2)(4) Common Stock 4,729,302(1)(2)(3)(5)(6) $0(1)(2)(3)(4)(5) 0(1)(2)(3)(4)(5) D(1)(6)
1. Name and Address of Reporting Person*
GLENCORE INTERNATIONAL AG

(Last) (First) (Middle)
BAARERMATTSTRASSE 3
P.O. BOX 1363

(Street)
BAAR V8 CH-6341

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Glencore plc

(Last) (First) (Middle)
BAARERMATTSTRASSE 3
P.O. BOX 1363

(Street)
BAAR V8 CH-6341

(City) (State) (Zip)
Explanation of Responses:
1. On July 2, 2010, Glencore International AG ("Glencore International"), a direct wholly-owned subsidiary of Glencore plc, entered into a Master Terms and Conditions for Swap Transactions agreement (the "Swap Agreement") with Citigroup Global Markets Inc. (together with its successors in interest under the Swap Agreement, "Citi"), pursuant to which Glencore International and Citi may, from time to time, enter into cash-settled total return swaps (the "Swaps"). On September 14, 2017 Glencore International transferred all of its rights and obligations under the Swap Agreement and all agreements and transactions thereunder to Glencore Canada Corporation, an indirect wholly-owned subsidiary of Glencore plc ("Glencore Canada"), which rights and obligations were transferred back to Glencore International on April 17, 2018.
2. Pursuant to the Swap Agreement, on September 15, 2010, Glencore International received economic exposure pursuant to a Swap (the "First Swap") entered into between Glencore International and Citi with an initial expiration date of September 17, 2012 (subsequently extended to April 17, 2021).
3. Upon expiration of the First Swap, (i) Glencore International will be obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted average price of the 4,729,302 shares of common stock referenced by the First Swap (the "First Subject Shares") from the $9.719270 per share volume weighted average price calculated during the initial averaging period for the First Swap (which ended on September 15, 2010) to the volume weighted average price of the First Subject Shares during the final valuation period preceding the expiration of the term of the First Swap, or (ii) Citi will be obligated to make a cash payment to Glencore International with respect to any appreciation in such volume weighted average price based on the above period.
4. On September 28, 2020 the parties terminated the September 15, 2010 swap. The final settlement payment is scheduled to be made on December 29, 2020, and will be based on a final reference price based on the volume weighted average price of the Common Stock during a final valuation period between the termination date and the settlement date.
5. Under the terms of the Swap Agreement, generally, Glencore International will be obligated to pay to Citi certain fees and commissions and Citi will be obligated to pay to Glencore International an amount in cash equal to any dividends that would have been paid by the issuer on the First Subject Shares.
6. The cash settled total return swaps under the Swap Agreement are held directly by Glencore International, and may be deemed to be beneficially owned indirectly by Glencore plc. The cash settled total return swaps do 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.
GLENCORE INTERNATIONAL AG: By: /s/ Martin Haering; Name: Martin Haering; Title: Officer 09/30/2020
GLENCORE INTERNATIONAL AG: By: /s/ Derrick Crowley; Name: Derrick Crowley; Title: Officer 09/30/2020
GLENCORE PLC: By: /s/ John Burton; Name: John Burton; Title: Company Secretary 09/30/2020
** 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).
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