SEC Form 4 · accession 0001515098-18-000006

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

Mar 12, 2018

Accepted (ET)

Mar 14, 2018 · 5:51 pm EDT

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
Common stock^F1	Mar 12, 2018	M	2,756	$25.52	A	74,169	D
Common stock	Mar 12, 2018	F	1,525	$122.79	D	72,644	D
Common stock	Mar 12, 2018	M	20,800	$56.27	A	93,444	D
Common stock	Mar 12, 2018	F	14,445	$122.79	D	78,999	D
Common stock^F2	Mar 13, 2018	S	16,000	$122.61	D	62,999	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)^F3,F4	$25.52	Mar 12, 2018	M	2,756	D	—	May 27, 2020	Common stock	2,756	0	D
Employee stock options (right to buy)^F5,F6	$56.27	Mar 12, 2018	M	20,800	D	—	Feb 19, 2025	Common stock	20,800	0	D

Explanation of responses

F1This amount (and accordingly, each amount in this column 5) includes one share that was not previously reported due to a bookkeeping error.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $122.50 to $123.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F3These 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.
F4Subject to the reporting person's continued employment with the company or its affiliate, 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.
F5These restricted stock options were granted to the reporting person on February 19, 2015, under the 2011 Omnibus Incentive Plan, as amended and restated.
F6Subject 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.