Edgar Filing: Real Industry, Inc.

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BYNOE PETER C B

2. Issuer Name and Ticker or Trading Symbol
Real Industry, Inc. [RELY]

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

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

(Last)

(First)

(Middle)

17 STATE STREET, SUITE 3811

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2017

(Street)

NEW YORK, NY 10004

4. If Amendment, Date 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

(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
Common Stock ⁽¹⁾	07/03/2017		A		5,358 ⁽²⁾	A	$ 0	84,692	D

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BYNOE PETER C B 17 STATE STREET SUITE 3811 NEW YORK, NY 10004	X

Signatures

/s/ Kyle Ross, Attorney-in-Fact for Peter C.B. Bynoe		07/03/2017
^**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)	Common stock underlying 5,358 fully vested Restricted Stock Units ("RSUs") issued to Mr. Bynoe under the Real Industry, Inc. Amended and Restated 2015 Equity Award Plan in lieu of his cash Board service fees for the third quarter of 2017. Mr. Bynoe has irrevocably elected to receive 100% of his Board service fees for 2017 (including cash retainer fees for his service as a director and committee chairman and any other cash Board service fees that may be payable during 2017) in the form of RSUs pursuant to a policy where non-management Directors may elect to receive RSUs calculated at the closing stock price as of the date of grant in lieu of some or all of their cash Board service fees. Such RSUs are issued on a quarterly basis on the first business day of the quarter. The RSUs are immediately vested and will convert to common stock upon Mr. Bynoe's termination of service to the Board.
(2)	The number of shares represents $15,000, granted in lieu of 100% of the third quarter installment of Mr. Bynoe's 2017 Board service fees, divided by the closing price of the Company's common stock on the scheduled date of the Board service fee payment.

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