SEC Form 4 · accession 0001113256-16-000106
MERITOR INC · MTOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chris Villavarayan
Officer — SVP & Pres., Americas
Period of report
Dec 1, 2016
Accepted (ET)
Dec 5, 2016 · 2:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001113256
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 1, 2016 | M | 17,487 | $0.00 | A | 30,870 | D | |
| Common StockF2 | Dec 1, 2016 | M | 15,000 | $0.00 | A | 45,870 | D | |
| Common StockF4 | Dec 2, 2016 | S | 10,586 | $12.4472 | D | 35,284 | D | |
| Common StockF5 | holding | — | — | — | 4,098 | I | Meritor Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF6 | $0.00 | Dec 1, 2016 | A | 24,276 | A | — | — | Common Stock | 24,276 | 24,276 | D |
| Restricted Share UnitsF1 | $0.00 | Dec 1, 2016 | M | 17,487 | D | — | — | Common Stock | 17,487 | 0 | D |
| Restricted Share UnitsF2 | $0.00 | Dec 1, 2016 | M | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Restricted Share UnitsF7 | $0.00 | holding | — | — | — | — | — | Common Stock | 15,232 | 15,232 | D |
| Restricted Share UnitsF8 | $0.00 | holding | — | — | — | — | — | Common Stock | 12,235 | 12,235 | D |
| Restricted Share UnitsF9 | $0.00 | holding | — | — | — | — | — | Common Stock | 10,466 | 10,466 | D |
| Restricted Share UnitsF10 | $0.00 | holding | — | — | — | — | — | Common Stock | 21,004 | 21,004 | D |
| Common Stock Share EquivalentsF11 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,881 | 1,881 | I |
Explanation of responses
- F1Reflects vesting on December 1, 2016 of 17,487 Restricted Share Units ("RSUs").
- F10The date of grant of the RSUs was December 1, 2014. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions described in footnote 6 above.
- F11Between November 2, 2016 and December 1, 2016, the reporting person acquired 59 share equivalents related to Company common stock held under the Meritor, Inc. Supplemental Savings Plan, based on information furnished by the plan administrator as of December 1, 2016.
- F2Reflects vesting on December 1, 2016 of 15,000 RSUs.
- F3The sales reported in this Form 4 were effected to cover tax withholding obligations upon vesting of 32,487 RSUs.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.23 to $12.67, inclusive. The reporting person undertakes to provide to Meritor, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F5Shares purchased periodically and held in Company common stock funds in an employee benefit trust fund established under the Meritor, Inc. Savings Plan, based on information furnished by the plan administrator as of December 1, 2016.
- F6Acquisition of RSUs as equity compensation. The date of grant of the RSUs was December 1, 2016. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances.
- F7The date of the acquisition of the RSUs was November 2, 2016 following satisfaction of the performance criteria applicable thereto. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of February 1, 2017 or upon termination of employment with the Company under certain circumstances.
- F8The date of grant of the RSUs was May 1, 2016. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions described in footnote 6 above.
- F9The date of grant of the RSUs was December 1, 2015. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions described in footnote 6 above.