SEC Form 4 · accession 0001209191-15-043112
ZF TRW AUTOMOTIVE HOLDINGS CORP · TRW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jody Miller
Director
Period of report
May 15, 2015
Accepted (ET)
May 15, 2015 · 11:56 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 | Jan 29, 2015 | G | 90 | $0.00 | D | 26,214 | D | |
| Common StockF2 | May 15, 2015 | D | 26,214 | $105.60 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This voluntarily reported transaction involved a gift of securities by the reporting person to a charitable organization.
- F2On 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.