DMC Global Inc. — Director's Dealing 2020

Feb 29, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DMC Global Inc. (BOOM)
CIK: 0000034067
Period of Report: 2020-02-26

Reporting Person: SCHEATZLE JOHN EDGAR JR (President of NobelClad)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-26	Common Stock	A	1324	—	Acquired	14571	Direct
2020-02-26	Common Stock	F	266	$37.76	Disposed	14305	Direct
2020-02-26	Common Stock	M	10	—	Acquired	14315	Direct
2020-02-26	Common Stock	F	10	$37.76	Disposed	14305	Direct
2020-02-27	Common Stock	F	377	$36.90	Disposed	13928	Direct
2020-02-27	Common Stock	M	21	—	Acquired	13949	Direct
2020-02-27	Common Stock	F	21	$36.90	Disposed	13928	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-26	Performance Share Units	$	A	2648	Acquired		Common Stock (2648.0)	Direct
2020-02-26	Deferred Stock	$	A	1324	Acquired		Common Stock (1324.0)	Direct
2020-02-26	Deferred Stock	$	M	21	Disposed		Common Stock (21.0)	Direct
2020-02-26	Deferred Stock	$	M	10	Disposed		Common Stock (10.0)	Direct

Footnotes

F1: This stock award is subject to the lapse of time-based restrictions. The restrictions will lapse with respect to one-third of the shares in equal amounts on each of the first, second and third anniversaries of thegrant date.

F2: Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock.

F3: Represents withholding of shares to satisfy tax obligations upon the vesting of Deferred Stock.

F4: Each Performance Share Unit ("PSU") represents the contingent right to receive one share of the Issuer's common stock based on certain vesting conditions.

F5: The number of PSUs that will vest and the number of shares of Issuer's common stock that will be awarded, if any, is contingent on the Issuer's average Adjusted EBITDA as compared to target Adjusted EBITDA and the Issuer's total shareholder return ("TSR") relative to the TSR of identified peer companies achieved over the three year period from 2020 through 2022, with potential to earn a number of shares of common stock between 0% and 200% of the number of target PSUs awarded. This PSU award will cliff vest, if at all, after the performance period ending December 31, 2022.

F6: Each vested share of Deferred Stock represents the right to receive one share of the Issuer's common stock.

F7: The Deferred Stock will be delivered to the reporting person in a lump sum following separation from service, or on March 1, 2023 if employed. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock.

F8: 2,100 shares of Deferred Stock were granted on February 27, 2018, and vest in equal amounts over 3 years on the grant date anniversary.

F9: The Deferred Stock will be delivered to the reporting person in a lump sum following separation from service, or on March 1, 2021 if employed. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock.

F10: The Deferred Stock will vest in equal amounts over 3 years beginning February 26, 2020.

F11: The Deferred Stock will be delivered to the reporting person in a lump sum following separation from service, or on March 1, 2022 if employed. The reporting person may transfer the Deferred Stock into an alternative investment six months and one day following vesting of the Deferred Stock.