SEC Form 4 · accession 0001046859-15-000168

REMY INTERNATIONAL, INC. · REMY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Sr. VP Global Engineering & IT

Period of report

Nov 10, 2015

Accepted (ET)

Nov 10, 2015 · 4:23 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001046859

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Nov 10, 2015	D	31,834	$29.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right To Purchase)^F2	$23.01	Nov 10, 2015	D	15,473	D	—	Feb 23, 2022	Common Stock	15,473	D
Stock Option (right To Purchase)^F2	$21.98	Nov 10, 2015	D	10,613	D	—	Feb 18, 2021	Common Stock	10,613	D
Stock Option (right To Purchase)^F2	$18.50	Nov 10, 2015	D	9,888	D	—	Feb 21, 2020	Common Stock	9,888	D

F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 12, 2015 (the "Merger Agreement") by and among BorgWarner Inc., Band Merger Sub, Inc. and the Issuer, each share of the Issuer's common stock (including time- and performance-based shares of restricted common stock with performance vesting conditions treated as vested at the target performance level) issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was at the Effective Time converted into the right to receive $29.50 in cash, less any applicable withholding taxes.
F2Pursuant to the terms of the Merger Agreement, this option to purchase the Issuer's common stock outstanding was fully vested and cancelled at the Effective Time and, in exchange therefore, the holder of such option became entitled to receive a cash payment equal to the product of (a) the total number of shares of the Issuer's common stock previously subject to such option and (b) the excess of $29.50 over the exercise price of the option, less any applicable withholding taxes.