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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 13.17 | 04/12/2013 | D | 15,000 | (3) | 09/13/2020 | Common Stock | 15,000 | $ 7.48 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 11.25 | 04/12/2013 | D | 10,000 | (3) | 01/01/2022 | Common Stock | 10,000 | $ 9.4 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Michelini Matthew C/O APOLLO MANAGEMENT, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
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| /s/ William A. Smith II, Attorney-in-Fact | 04/15/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the terms of the Agreement and Plan of Merger, dated as of February 6, 2013, by and among Reliance Steel & Aluminum Co. ("Reliance"), Metals USA Holdings Corp. ("Metals USA") and RSAC Acquisition Corp., a wholly-owned subsidiary of Reliance (the "Merger Agreement"), each share of Metals USA common stock owned by the reporting person immediately prior to the effective time of the Merger (as defined in the Merger Agreement) converted at the effective time into the right to receive $20.65 in cash. |
| (2) | Mr. Michelini is associated with Apollo Management, L.P. ("Apollo Management") and its affiliated managers, including Apollo Management V, L.P. Apollo Management V, L.P. serves as the manager or a special limited partner of the Apollo investment funds that hold shares of the common stock of Metals USA, and as such may be deemed to beneficially own the shares held by the Apollo investment funds. This report does not include any securities of Metals USA that are held by the Apollo investment funds or that may be deemed to be beneficially owned by Apollo Management or any of the other Apollo investment managers or investment advisors, and Mr. Michelini disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Michelini is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (3) | Pursuant to the terms of the Merger Agreement, each option to purchase Metals USA common stock owned by the reporting person, whether vested or unvested, that was outstanding immediately prior to the effective time of the Merger converted into the right to receive an amount in cash equal to the product of the number of shares of Metals USA common stock subject to the option and the excess, if any, of $20.65 over the exercise price per share of such option, less any required withholding taxes. |