SEC Form 4 · accession 0001515098-17-000006
Cooper-Standard Holdings Inc. · CPS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith Dwayne Stephenson
Officer — Executive VP and COO
Period of report
Feb 21, 2017
Accepted (ET)
Feb 22, 2017 · 4:29 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 stock | Feb 21, 2017 | M | 48,000 | $25.52 | A | 81,972 | D | |
| Common stock | Feb 21, 2017 | F | 27,550 | $118.10 | D | 54,422 | D | |
| Common stock | Feb 21, 2017 | M | 7,569 | $25.52 | A | 61,991 | D | |
| Common stock | Feb 21, 2017 | F | 4,377 | $118.10 | D | 57,614 | D | |
| Common stock | Feb 21, 2017 | M | 13,000 | $46.75 | A | 70,614 | D | |
| Common stock | Feb 21, 2017 | F | 8,775 | $118.10 | D | 61,839 | D | |
| Common stock | Feb 21, 2017 | M | 17,700 | $45.00 | A | 79,539 | D | |
| Common stock | Feb 21, 2017 | F | 11,806 | $118.10 | D | 67,733 | D | |
| Common stock | Feb 21, 2017 | M | 21,900 | $38.74 | A | 89,633 | D | |
| Common stock | Feb 21, 2017 | F | 13,983 | $118.10 | D | 75,650 | D |
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)F1 | $25.52 | Feb 21, 2017 | M | 48,000 | D | May 27, 2012 | May 27, 2020 | Common stock | 48,000 | 0 | D |
| Employee stock options (right to buy)F2,F3 | $25.52 | Feb 21, 2017 | M | 7,569 | D | May 27, 2012 | May 27, 2020 | Common stock | 7,569 | 4,372 | D |
| Employee stock options (right to buy)F4 | $46.75 | Feb 21, 2017 | M | 13,000 | D | Mar 15, 2014 | Mar 15, 2021 | Common stock | 13,000 | 0 | D |
| Stock OptionsF5 | $45.00 | Feb 21, 2017 | M | 17,700 | D | Mar 9, 2015 | Mar 9, 2022 | Common stock | 17,700 | 0 | D |
| Stock OptionsF6 | $38.74 | Feb 21, 2017 | M | 21,900 | D | May 9, 2016 | May 9, 2023 | Common stock | 21,900 | 0 | D |
Explanation of responses
- F1These restricted stock options were granted to the reporting person on May 27, 2010, under the 2010 Cooper-Standard Holdings Inc. Management Incentive Plan.
- F2These restricted stock options in respect of warrants were granted to the reporting person on May 27, 2010, under the 2010 Cooper-Standard Holdings Inc. Management Incentive Plan.
- F3Assuming continued employment, one-fourth of the restricted options in respect of warrants shall vest (i) on each of the first four (4) anniversary dates of the date of grant and (ii) upon the exercise of certain outstanding warrants that have been issued in respect of the Company's common stock. The number of options that will vest under clause (ii) will be based on a formula that is tied to the percentage of warrants that are exercised.
- F4These employee stock options were granted to the reporting person on March 15, 2011, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan ("2011 Omnibus Incentive Plan").
- F5These restricted stock options (right to buy) were granted to the reporting person on March 9, 2012, under the 2011 Omnibus Incentive Plan.
- F6These restricted stock options (right to buy) were granted to the reporting person on February 15, 2013, under the 2011 Omnibus Incentive Plan.