SEC Form 4 · accession 0001209191-15-053982
VIASYSTEMS GROUP INC · VIAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 31, 2015
Accepted (ET)
Jun 16, 2015 · 6:54 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, par value $0.01 per shareF1,F2,F3 | May 31, 2015 | U | 3,984,941 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each share was disposed of pursuant to a merger agreement (the "Merger Agreement") among the issuer, TTM Technologies, Inc. ("TTM") and Vector Acquisition Corp. in exchange for (a) $11.33 in cash without interest and (b) 0.706 shares of the common stock of TTM, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement.
- F2Includes 2,632,918 shares held of record by GSC Recovery II, L.P. ("RII") and 1,352,023 shares held of record by GSC Recovery IIA, L.P. ("RIIA" and together with RII, the "GSC Members"). Black Diamond Capital Management, L.L.C. ("BDCM") is the member of GSC Manager, LLC, which is the manager of GSC Acquisition Holdings, LLC, which is the manager of each of GSC RII, LLC and GSC RIIA, LLC. GSC RII, LLC is the general partner of GSC Recovery II GP, L.P. which is the general partner of RII. GSC RIIA, LLC is the general partner of GSC Recovery IIA GP, L.P., which is the general partner of RIIA.
- F3Stephen H. Deckoff is the Managing Principal of BDCM and, in such capacity, may be deemed to share voting and dispositive power over the shares held of record by each of the GSC Members. Each of Mr. Deckoff and the entities listed herein disclaims beneficial ownership of the shares held of record by the GSC Members except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that any of Mr. Deckoff or any of the entities listed herein is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.