03/04/2025 | Press release | Distributed by Public on 03/04/2025 11:16
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units(5) | (1) | 03/01/2025 | M | 23,414 | (6) | (6) | Common stock | 23,414 | $ 0 | 0 | D | ||||
Restricted Stock Units(7) | (2) | 03/01/2025 | M | 34,585 | (8) | (8) | Common stock | 34,585 | $ 0 | 34,585 | D | ||||
Restricted Stock Units(9) | (2) | 03/01/2025 | M | 29,612 | (10) | (10) | Common stock | 29,612 | $ 0 | 59,225 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Edwards Jeffrey S 40300 TRADITIONS DRIVE NORTHVILLE, MI 48168 |
X | Chairman and CEO |
/s/ Denise Balog, on behalf of Jeffrey S. Edwards under Power of Attorney | 03/04/2025 | |
**Signature of Reporting Person | Date |
* | 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) | The company, in its sole discretion, settles such RSUs by electing either to (i) make an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSUs that have vested or (ii) deliver an amount of cash equal to the fair market value, determined as of the vesting date, of a number of shares equal to the number of RSUs that have vested. |
(2) | The company settles such RSUs by making an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSU's that have vested. |
(3) | Shares held by an irrevocable family trust for which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of the stock held by the trust except to the extent of his pecuniary interest therein. |
(4) | Shares held by a revocable living trust for which Reporting Person is the sole trustee. |
(5) | These are time-based restricted stock units (RSUs) granted to the reporting person on February 16, 2022, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan. |
(6) | Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of March 1, 2022 |
(7) | These are time-based restricted stock units (RSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan. |
(8) | Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of March 1, 2023 |
(9) | These are time-based restricted stock units (RSUs) granted to the reporting person on February 14, 2024, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan , as amended and restated. |
(10) | Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of March 1, 2024. |