Edgar Filing: GLENCORE HOLDING AG

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GLENCORE INTERNATIONAL AG

2. Issuer Name and Ticker or Trading Symbol
CENTURY ALUMINUM CO [CENX]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

BAARERMATTSTRASSE 3, P O BOX 666

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2011

(Street)

BAAR, V8 CH-6341

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Cash Settled Total Return Swap (obligation to buy)

$ 16.6582 ⁽¹⁾ ⁽²⁾ ⁽³⁾

03/11/2011

J/K⁽¹⁾⁽²⁾⁽³⁾

03/11/2013

Common Stock

4,400,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

D ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GLENCORE INTERNATIONAL AG BAARERMATTSTRASSE 3 P O BOX 666 BAAR, V8 CH-6341		X
GLENCORE HOLDING AG BAARERMATTSTRASSE 3 P.O. BOX 666 BAAR, V8 CH-6341		X

Signatures

GLENCORE INTERNATIONAL AG - /s/ Stefan Peter, Officer and Steven Blumgart, Officer		03/14/2011
^**Signature of Reporting Person		Date
GLENCORE HOLDING AG - /s/ Richard Marshall, Director and Andreas Hubmann, Director		03/14/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On July 2, 2010, Glencore International AG ("Glencore International") entered into a Master Terms and Conditions for Swap Transactions agreement (the "Swap Agreement") with Citigroup Global Markets Inc. ("Citi"), pursuant to which Glencore International and Citi may, from time to time, enter into cash-settled total return swaps (the "Swaps").
(2)	Pursuant to the Swap Agreement, on March 11, 2011, Glencore International received economic exposure pursuant to a Swap entered into between Glencore International and Citi under which, upon expiration of a two year term, (i) Glencore International will be obligated to make a cash payment to Citi with respect to any depreciation in the volume weighted average price of the 4,400,000 shares of common stock referenced by the Swap (the "Subject Shares") from the $16.6582 per share volume weighted average price calculated during the initial averaging period for the Swap (which ended on the transaction date) to the volume weighted average price of the Subject Shares during the final valuation period preceding the expiration of the term of the Swap, or (ii) Citi will be obligated to make a cash payment to Glencore International with respect to any appreciation in such volume weighted average price based on the above period.
(3)	In addition, under the terms of the Swap Agreement, generally, Glencore International will be obligated to post cash collateral to Citi and pay to Citi certain fees and commissions and Citi will be obligated to pay to Glencore International an amount in cash equal to any dividends that would have been paid by the Company on the Subject Shares.
(4)	The cash settled total return swap reported in Table II is held directly by Glencore International and may be deemed to be beneficially owned indirectly by its controlling shareholder, Glencore Holding AG. The cash settled total return swap does not give the reporting persons direct or indirect voting, investment or dispositive control over any securities of the issuer, and accordingly, Glencore International and Glencore Holding AG disclaim any beneficial ownership in the Subject Shares.

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