SEC Form 4 · accession 0001515098-19-000002
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 14, 2019
Accepted (ET)
Feb 19, 2019 · 3:31 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 | 3,694 | $74.15 | A | 52,193 | D | |
| Common stock | Feb 14, 2019 | F | 1,067 | $74.15 | D | 51,126 | D | |
| Common stock | Feb 18, 2019 | M | 3,300 | $64.56 | A | 54,426 | D | |
| Common stock | Feb 18, 2019 | F | 944 | $64.56 | D | 53,482 | 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 UnitsF3 | $64.56 | Feb 18, 2019 | M | 3,300 | D | Feb 18, 2019 | Feb 18, 2019 | Common stock | 3,300 | 0 | D |
Explanation of responses
- F1On February 18, 2016, the reporting person was granted 4,150 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.
- F2This is the number of common shares received based upon the performance-goal achieved at the end of the performance period.
- F3These 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.