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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mastrocola David John
2. Issuer Name and Ticker or Trading Symbol

Cooper-Standard Holdings Inc. [ CPS ]
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)

40300 TRADITIONS DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/20/2021
(Street)

NORTHVILLE, MI 48168
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (1) (2)5/20/2021  A   4052     (3) (3)Common stock 4052.0 $0 4052 D  

Explanation of Responses:
(1) These are time-based restricted stock units (RSUs) granted to the reporting person on May 20, 2021, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan.
(2) 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.
(3) Subject to the reporting person's continued service as a director, these RSUs vest and are no longer subject to forfeiture on the earlier of the first anniversary of the grant date or the date of the first annual shareholders meeting of the company that occurs after the grant date, subject to the director's deferral election, if applicable. Each RSU represents a contingent right to receive, at the issuer's option, either one share of common stock or the cash equivalent upon satisfaction of the vesting events.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Mastrocola David John
40300 TRADITIONS DRIVE
NORTHVILLE, MI 48168
X



Signatures
/s/Denise Balog, on behalf of David J. Mastrocola under Power of Attorney5/24/2021
**Signature of Reporting PersonDate

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