SEC Form 4 · accession 0001209191-15-049245

VIASYSTEMS GROUP INC · VIAS

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

Reporting owner

David M Sindelar

Officer — Chief Executive Officer · Director

Period of report

May 31, 2015

Accepted (ET)

Jun 2, 2015 · 9:46 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001101169

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	May 31, 2015	D	119,868	—	D	0	D
Common Stock^F1	May 31, 2015	D	24,600	—	D	0	I	By Self as Trustee for James G. and Lauren L Sindelar Trusts

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Shares^F2	—	May 31, 2015	D	277,329	D	—	—	Common Stock	277,329	0	D
Employee Stock Option (Right to Buy)^F3	—	May 31, 2015	D	466,799	D	—	—	Common Stock	466,799	0	D

Explanation of responses

F1The shares were cancelled in connection with the merger of Vector Acquisition Corp., a wholly owned subsidiary of TTM Technologies, Inc. ("TTM"), into the Issuer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock was cancelled and converted automatically into the right to receive a combination of (a) $11.33 in cash, and (b) 0.706 of a share of common stock of TTM (together, the "Merger Consideration").
F2Performance shares were granted on February 7, 2012 (49,765 performance shares), February 5, 2013 (147,495 performance shares), February 4, 2014 (83,150 performance shares), and February 3, 2015 (24,883 performance shares). Each performance share represented a contingent right to receive a share of the Issuer's common stock upon satisfaction of certain performance criteria or based strictly upon a function of the market price of the Issuer's common stock. The vested portions of the performance shares (277,329 shares) were cancelled in connection with the Merger in exchange for 195,794 shares of common stock of TTM and a cash payment of $3,142,140.22, minus 80,981 shares and $1,329,535.11 withheld for tax purposes.
F3Options were granted on May 11, 2010 (239,945 shares at $21.88 per share), February 8, 2011 (131,153 shares at $20.38 per share) and February 7, 2012 (95,701 shares at $18.42 per share). The options have a term of seven years from their date of grant. All options are fully vested. Such options were cancelled in the Merger, as the exercise price for such options exceeded the Merger Consideration.