Statement of Changes in Beneficial Ownership (4)
February 15 2022 - 2:31PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Edwards Jeffrey S |
2. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc.
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CPS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO |
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(Last)
(First)
(Middle)
40300 TRADITIONS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2022 |
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(Street)
NORTHVILLE, MI 48168
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common stock | 2/14/2022 | | M | | 10250 | A | $0 (1) | 128461 | D | |
| Common stock | 2/14/2022 | | F | | 2998 | D | $16.88 | 125463 | D | |
| Common stock | | | | | | | | 13200 | I | By Trust (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units (3) | (1) | 2/14/2022 | | M | | | 10250 | (4) | (4) | Common stock | 10250.0 | $0 | 0 | D | |
| Explanation of Responses: |
| (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) | 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. |
| (3) | These are time-based restricted stock units (RSUs) granted to the reporting person on February 14, 2019, under Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan. |
| (4) | Subject to the reporting person's continued employment with the company or its affiliate, these RSUs shall vest and no longer be subject to forfeiture on the third anniversary date of the grant. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Edwards Jeffrey S
40300 TRADITIONS DRIVE
NORTHVILLE, MI 48168 | X |
| Chairman and CEO |
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Signatures
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| /s/ Denise Balog, on behalf of Jeffrey S. Edwards under Power of Attorney | | 2/15/2022 |
| **Signature of Reporting Person | Date |
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