8-K: Current report filing
Published on February 10, 2017
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8‑K
Current Report
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934
February 10, 2017
(Date of earliest event reported)
BALL CORPORATION
(Exact name of Registrant as specified in its charter)
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Indiana
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001-07349
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35-0160610
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(State of
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(Commission
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(IRS Employer
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Incorporation)
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File No.)
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Identification No.)
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10 Longs Peak Drive, P.O. Box 5000, Broomfield, CO 80021-2510
(Address of principal executive offices, including ZIP Code)
(303) 469-3131
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Ball Corporation
Current Report on Form 8-K
Dated February 10, 2017
Item 8.01. Other Events.
On February 10, 2017, John A. Hayes, Chairman of the Board, President and Chief Executive Officer of Ball Corporation (the "Company"), adopted a stock trading plan in accordance with Rule 10b5‑1 of the Securities Exchange Act of 1934, as amended. Under Rule 10b5‑1, directors, officers and other employees who are not in possession of material nonpublic information may adopt prearranged plans or contracts for the sale of Company securities under specified conditions and at specified times. Using 10b5‑1 plans, individuals can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material nonpublic information.
Mr. Hayes adopted a 10b5‑1 plan as part of his individual tax and financial planning strategy related to the expiration of certain stock-settled appreciation rights ("SARS"). Specifically, his 10b5‑1 plan provides for the sale of up to a total of 83,000 SSARs scheduled to expire on April 23, 2018, pursuant to the parameters set forth in the 10b5‑1 plan. Any shares that are sold under Mr. Hayes' plan will be sold on the open market at prevailing market prices, and subject to minimum price thresholds specified in his plan.
Transactions under Mr. Hayes' plan, if any, will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations.
This current report contains forward-looking statements that are subject to risks and uncertainties, and there can be no assurance that any shares will be sold under Mr. Hayes' plan. Investors should refer to the Company's annual and other periodic reports filed with the Securities and Exchange Commission for a discussion of the risks and uncertainties associated with ownership of the Company's securities. Ball Corporation does not undertake to report Rule 10b5‑1 plans that may be adopted by any officers or directors in the future, or to report any modifications or termination of any publicly announced trading plan, except to the extent required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BALL CORPORATION
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(Registrant)
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By:
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/s/ Charles E. Baker
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Name:
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Charles E. Baker
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Title:
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Vice President, General Counsel and
Corporate Secretary |
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Date: February 10, 2017