SEC Form 4 · accession 0001515098-18-000008
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
May 18, 2018
Accepted (ET)
May 22, 2018 · 1:43 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock | May 18, 2018 | M | 17,900 | $66.23 | A | 80,899 | D | |
| Common stock | May 18, 2018 | F | 12,848 | $132.59 | D | 68,051 | D | |
| Common stock | May 18, 2018 | M | 10,733 | $68.50 | A | 78,784 | D | |
| Common stock | May 18, 2018 | F | 7,807 | $132.59 | D | 70,977 | D | |
| Common stock | May 18, 2018 | M | 3,424 | $107.48 | A | 74,401 | D | |
| Common stock | May 18, 2018 | F | 3,059 | $132.59 | D | 71,342 | D | |
| Common stockF1 | May 21, 2018 | S | 7,837 | $132.45 | D | 63,505 | D | |
| Common stockF2 | May 21, 2018 | S | 506 | $133.07 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Options (option to buy)F3,F4 | $66.23 | May 18, 2018 | M | 17,900 | D | — | Mar 20, 2024 | Common stock | 17,900 | 0 | D |
| Employee stock options (right to buy)F5,F4 | $68.50 | May 18, 2018 | M | 10,733 | D | — | Feb 18, 2026 | Common stock | 10,733 | 5,367 | D |
| Employee stock options (right to buy)F6,F4 | $107.48 | May 18, 2018 | M | 3,424 | D | — | Feb 13, 2027 | Common stock | 3,424 | 6,848 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $131.99 to $132.98, 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $133.00 to $133.31, 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 are time-restricted employee stock options with the right to buy, granted to the reporting person on March 20, 2014, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.
- F4Subject 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.
- F5These are time-restricted employee stock options with the right to buy, granted to the reporting person on February 18, 2016, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.
- F6These are time-restricted employee stock options with the right to buy, granted to the reporting person on February 13, 2017, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.