SEC Form 4 · accession 0001292878-19-000002
Cooper-Standard Holdings Inc. · CPS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey S Edwards
Officer — Chairman and CEO · Director
Period of report
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 2:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001320461
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1,F2 | Feb 14, 2019 | A | 8,055 | $74.15 | A | 108,731 | D | |
| Common stock | Feb 14, 2019 | F | 2,299 | $74.15 | D | 106,432 | D | |
| Common stock | Feb 18, 2019 | M | 7,200 | $64.56 | A | 113,632 | D | |
| Common stock | Feb 18, 2019 | F | 3,140 | $64.56 | D | 110,492 | D | |
| Common stockF3 | holding | — | — | — | 13,200 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee stock options (right to buy)F4,F5,F6 | $74.15 | Feb 14, 2019 | A | 45,293 | A | — | Feb 14, 2029 | Common stock | 45,293 | 45,293 | D |
| Restricted Stock UnitsF7,F8,F9 | — | Feb 14, 2019 | A | 10,250 | A | Feb 14, 2022 | Feb 14, 2022 | Common stock | 10,250 | 10,250 | D |
| Restricted Stock UnitsF10 | $64.56 | Feb 18, 2019 | M | 7,200 | D | Feb 18, 2019 | Feb 18, 2019 | Common stock | 7,200 | 0 | D |
Explanation of responses
- F1On February 18, 2016, the reporting person was granted 9,050 Performance Units (PU's) under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated, and the Cooper-Standard Automotive Inc. Long-Term Incentive Plan. The performance goal is the company's return on invested capital (ROIC) for the three-year performance period. At the end of the performance period, the company had the option, at its discretion, to adjust the potential number of PU's that vested upwards or downwards based upon the performance goal achieved.
- F10These are time-based restricted stock units (RSU's) granted to the reporting person on February 18, 2016, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.
- F2This is the number of common shares received based upon the performance-goal achieved at the end of the performance period.
- F3Shares held by an irrevocable family trust for which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of the stock held by the trust except to the extent of his pecuniary interest therein.
- F4These are time-restricted employee stock options with the right to buy, granted to the reporting person on February 14, 2019, under the Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan.
- F5Subject to the reporting person's continued employment with the company or its affiliate, one third of the options shall vest on each of the first three anniversaries of the grant date.
- F6To the extent an option would expire at a time when the holder of such option is prohibited by applicable law or by the Company's insider trading policy from exercising the option (the "Closed Window Period"), then such Option shall remain exercisable until the thirtieth (30th) day following the end of the Closed Window Period
- F7These are time-based restricted stock units (RSUs) granted to the reporting person on February 14, 2019, under the Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan.
- F8The company, in its sole discretion, settles such RSU's by electing either to (i) make an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSU's that have vested or (ii) deliver an amount of cash equal to the fair market value, determined as of the vesting date, of a number of shares equal to the number of RSU's that have vested.
- F9Subject to the reporting person's continued employment with the company or its affiliate, these RSU's shall vest and no longer be subject to forfeiture on the third anniversary date of the grant.