4: Statement of changes in beneficial ownership of securities
Published on May 17, 2007
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Novelis Inc. [ NVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2007 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 05/15/2007 | D | 29.398 | D | $44.93(1) | 0 | D | |||
| 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 | ||||||||
| Stock Options | $18.94 | 05/15/2007 | D | 5,556 | (2) | 10/18/2010 | Common Stock | 5,556 | $0.00 | 0 | D | ||||
| Stock Options | $19.03 | 05/15/2007 | D | 13,228 | (2) | 09/26/2011 | Common Stock | 13,228 | $0.00 | 0 | D | ||||
| Stock Options | $23.74 | 05/15/2007 | D | 29,766 | (2) | 09/22/2014 | Common Stock | 29,766 | $0.00 | 0 | D | ||||
| Stock Options | $25.53 | 05/15/2007 | D | 43,530 | (2) | 10/25/2013 | Common Stock | 43,530 | $0.00 | 0 | D | ||||
| Stock Price Appreciation Units | $15.85 | 05/15/2007 | D | 6,283 | (3) | 09/25/2012 | Common Stock | 6,283 | $0.00 | 0 | D | ||||
| Phantom Units | $44.93 | 05/15/2007 | D | 14,400 | (4) | (4) | Common Stock | 14,400 | $0.00 | 0 | D | ||||
| Stock Price Appreciation Units | $21.49 | 05/15/2007 | D | 16,669 | (3) | 09/24/2013 | Common Stock | 16,669 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of for cash pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company's outstanding common shares at a price of $44.93 per share. All issuer shares held by Reporting Person were disposed. |
| 2. Pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company?s outstanding common shares, each option was cancelled in exchange for cash equal to $44.93 less the exercise price multiplied by the number of shares subject to each option grant. |
| 3. The Stock Price Appreciation Units were disposed of for cash pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company's outstanding common shares. Each Stock Price Appreciation Unit was cancelled in exchange for cash equal to $44.93 less the exercise price multiplied by the number of shares subject to each Stock Price Appreciation Unit grant. |
| 4. The phantom units were awarded under the Novelis Founders Performance Award Plan ("Founders Plan"). The share price improvement targets were achieved with respect to the units reported and each unit is equivalent to one Novelis common share. The phantom units were disposed of for cash pursuant to a court-approved plan of arrangement authorizing Hindalco Industries Limited to acquire all of the Company?s outstanding common shares at a price of $44.93 per share. Accordingly, all issuer shares held by Reporting Person were disposed. |
| Remarks: |
| /s/ Christopher Courts, Attorney-in-Fact | 05/17/2007 | |
| ** 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.