Encore Wire Form 4 / DANIEL L JONES ownership change

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^*

JONES DANIEL L

(Last)

(First)

(Middle)

1329 MILLWOOD ROAD

(Street)

MCKINNEY

75069

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENCORE WIRE CORP [ WIRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	06/28/2024		G		34,513	D	$0	812,755	D
Common Stock, par value $0.01 per share	07/02/2024		A		25,000⁽¹⁾	A	$0⁽¹⁾	837,755	D
Common Stock, par value $0.01 per share	07/02/2024		D⁽²⁾⁽³⁾⁽⁴⁾		837,755⁽⁵⁾	D	$290⁽²⁾⁽³⁾⁽⁴⁾	0	D
Common Stock, par value $0.01 per share	07/02/2024		D⁽²⁾		5,781	D	$290⁽²⁾	0	I	By 401(k)
Common Stock, par value $0.01 per share	07/02/2024		D⁽²⁾		10,125	D	$290⁽²⁾	0	I	By his wife
Common Stock, par value $0.01 per share	07/02/2024		D⁽²⁾		337	D	$290⁽²⁾	0	I	By his son

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of April 14, 2024, by and among Encore Wire Corporation ('Encore'), Prysmian S.p.A., Applause Merger Sub Inc. and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC (the 'Merger Agreement'), each restricted stock unit award subject to performance-based vesting restrictions ('PSU award') that was outstanding immediately prior to the effective time of the merger contemplated by the Merger Agreement (the 'Effective Time'), to the extent not vested, automatically become fully vested based on the maximum level of performance.

2. Pursuant to the Merger Agreement, each share of common stock of Encore ('common stock') (other than certain excluded shares specified in the Merger Agreement) that was outstanding as of immediately prior to the Effective Time was cancelled, extinguished, and automatically converted into the right to receive $290.00 per share in cash, without interest.

3. Pursuant to the Merger Agreement, each RSU award that was outstanding immediately prior to the Effective Time, to the extent not vested, automatically become fully vested, and each was cancelled, extinguished, and automatically converted into the right of the holder of each award to receive (without interest and subject to any applicable withholdings) an amount in cash equal to the product of (i) $290.00, multiplied by (ii) the number of shares of common stock subject to such award immediately prior to the Effective Time (together with any accrued and unpaid cash dividends corresponding to such vested RSU award). Pursuant to the Merger Agreement, immediately prior to the Effective Time, all shares of common stock then unvested and subject to an outstanding restricted stock award became fully vested and free of any applicable repurchase or forfeiture conditions.

4. Pursuant to the Merger Agreement, each PSU award that was outstanding immediately prior to the Effective Time, to the extent not vested, automatically become fully vested based on the maximum level of performance, and each was cancelled, extinguished, and automatically converted into the right of the holder of each award to receive (without interest and subject to any applicable withholdings) an amount in cash equal to the product of (i) $290.00, multiplied by (ii) the number of shares of common stock subject to such award immediately prior to the Effective Time (together with any accrued and unpaid cash dividends corresponding to such vested PSU award).

5. Includes 141,667 RSU restricted stock unit awards ('RSU awards'), and 75,000 PSU awards.

Remarks:

	Bret J. Eckert, attorney-in-fact	07/02/2024
	** 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.

Encore Wire (WIRE) Form 4ENCORE WIRE / DANIEL L JONES ownership change