DMC Global Inc. — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYNAMIC MATERIALS CORP (BOOM)
CIK: 0000034067
Period of Report: 2016-02-18

Reporting Person: Nicol Jeff (SVP & Gen. Manager, Nobleclad)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	Common Stock	A	10667	—	Acquired	43134	Direct

Footnotes

F1: This stock award is subject to the lapse of restrictions, one-half of which are performance-based and one-half of which are time-based. The restrictions will lapse with respect to one-half of the shares in equal amounts on each of the first, second and third anniversaries of the grant date. In addition, on the date the Company's annual report on Form 10-K is filed after the second anniversary of the grant date, restrictions will lapse on up to all or a portion of the remaining one-half of the shares based on the following formula, which takes into account the Company's achievement of budgeted Adjusted EBITDA and the total return to the Company's shareholders in comparison to the total shareholder return of the Company's peer group of public companies:

F2: the number of shares equal to 25% of the total number of shares awarded multiplied by the percentage that is the sum of (a) the percentage obtained by dividing (i) the average actual Adjusted EBITDA of the Company of each of the two fiscal years ending immediately prior to the second anniversary, by (ii) the Company's budgeted Adjusted EBITDA for the fiscal year in which the stock award was granted; and (b) the amount (which may be negative) of (x) the total annual shareholder return (expressed as a percentage) for the Company's stock calculated by the average closing stock price during the month of January prior to the second anniversary compared with the average closing stock during the month of January prior to the first anniversary, less (y) the average total shareholder return calculated on a similar basis for the stock of the Company's peer group of companies (as approved by the Compensation Committee of the Company's Board of Directors) at the time of the stock award.