SEC Form 4 · accession 0001209191-15-043094

ZF TRW AUTOMOTIVE HOLDINGS CORP · TRW

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On May 15, 2015, ZF Friedrichshafen AG, a stock corporation organized and existing under the laws of the Federal Republic of Germany ("ZF"), acquired the Issuer pursuant to that certain agreement and plan of merger, dated as of September 15, 2014 among the Issuer, ZF and MSNA, Inc., a Delaware corporation ("MSNA") and a wholly owned subsidiary of ZF (the "Merger Agreement"). In accordance with the Merger Agreement, MSNA merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of ZF. At the effective time of the Merger, each outstanding share of the Issuer's common stock was converted into the right to receive $105.60 in cash, without interest. The Merger is more fully described in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on October 20, 2014, as supplemented.
• F2Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, any vesting conditions applicable to outstanding restricted stock units ("RSUs") were accelerated in full, each RSU was cancelled and the Reporting Person was entitled to receive an amount in cash, without any interest, equal to the product of (x) the total number of shares subject to such RSUs immediately prior to the effective time multiplied by (y) $105.60. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
• F3Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding option was cancelled and the Reporting Person was entitled to receive an amount in cash, without interest, equal to the product of (i) the number of shares subject to such option, multiplied by (ii) the excess of $105.60 over the exercise price of the option. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
• F4The option vested and became exercisable in three equal installments on February 26, 2010, 2011 and 2012.
• F5Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding stock-settled stock appreciation right ("SSAR"), whether vested or unvested, was cancelled and the Reporting Person was entitled to receive an amount in cash, without interest, equal to the product of (x) the total number of shares subject to such SSAR multiplied by (y) the excess of $105.60 over the per share fair market value on the date of the relevant grant under such SSAR. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
• F6One-third of the SSARs vested and became exercisable on each of February 22, 2014 and February 22, 2015. The remaining one-third of the SSARs were unvested. See footnote 5.
• F7One-third of the SSARs vested and became exercisable on February 21, 2015. The remaining two-thirds of the SSARs were unvested. See footnote 5.
• F8On February 21, 2014, the Reporting Person was granted performance share units ("Performance Units"). Under the terms of the Performance Units, up to a maximum of 4,850 shares would be earned based on the Issuer's achievement of total shareholder return relative to a peer group of companies over a three-year period. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, the Performance Units became immediately vested at the maximum level of performance, each Performance Unit was cancelled and the Reporting Person was entitled to receive an amount in cash, without any interest, equal to the product of (x) the maximum number of shares subject to such Performance Units multiplied by (y) $105.60. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.