Statement of Changes in Beneficial Ownership (4)
February 18 2022 - 12:06PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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
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Clark Patrick |
2. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc.
[
CPS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
40300 TRADITIONS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2022 |
(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 | 2/17/2022 | | G |
V
| 607 | D | $0 | 0 | D | |
Common stock | 2/17/2022 | | G |
V
| 607 | A | $0 | 6965 | I | By Trust (1) |
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 (2) | (3) | 2/16/2022 | | A | | 10167 | | (4) | (4) | Common stock | 10167.0 | $0 | 10167 | D | |
Explanation of Responses: |
(1) | Revocable family trust for which Reporting Person is the sole trustee. |
(2) | 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. |
(3) | 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. |
(4) | Subject to the reporting person's continued employment with the company or its affiliate through the applicable vesting date, one-third of the RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of March 1, 2022. |
Remarks: Senior Vice President, Chief Manufacturing and Commercial Officer |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Clark Patrick 40300 TRADITIONS DRIVE NORTHVILLE, MI 48168 |
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| See Remarks |
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Signatures
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/s/ Denise Balog, on behalf of Patrick Clark, under Power of Attorney | | 2/18/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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