SEC Form 4 · accession 0001209191-15-043096

ZF TRW AUTOMOTIVE HOLDINGS CORP · TRW

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

Reporting owner

Gary Patrick Olney

Officer — Executive V.P. & COO

Period of report

May 15, 2015

Accepted (ET)

May 15, 2015 · 11:34 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001267097

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	May 15, 2015	D	6,797	$105.60	D	6,467	D
Common Stock^F1,F2	May 15, 2015	D	6,467	$105.60	D	0	D
Common Stock^F1	May 15, 2015	D	135	$105.60	D	0	I	By 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock-settled stock appreciation rights^F3,F4	$82.50	May 15, 2015	D	70,936	D	—	Feb 21, 2022	Common Stock	70,936	0	D
Performance Share Units^F5	—	May 15, 2015	A	7,275	A	—	—	Common Stock	7,275	7,275	D
Performance Share Units^F5	—	May 15, 2015	D	7,275	D	—	—	Common Stock	7,275	0	D

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 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.
F4One-third of the SSARs vested and became exercisable on February 21, 2015. The remaining two-thirds of the SSARs were unvested. See footnote 3.
F5On 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 7,275 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.