SEC Form 4 · accession 0001127602-15-010766

Tower International, Inc. · TOWR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James Bernard

Officer — President, Americas

Period of report

Mar 6, 2015

Accepted (ET)

Mar 10, 2015 · 4:04 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001485469

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, Par Value $0.01 Per Share^F1	Mar 6, 2015	M	2,562	—	A	3,243	I	By James S. Bernard Living Trust Dated 11/10/2010
Common Stock, Par Value $0.01 Per Share	Mar 6, 2015	F	903	$26.16	D	2,340	I	By James S. Bernard Living Trust Dated 11/10/2010
Common Stock, Par Value $0.01 Per Share^F1	Mar 6, 2015	M	2,311	—	A	4,651	I	By James S. Bernard Living Trust Dated 11/10/2010
Common Stock, Par Value $0.01 Per Share	Mar 6, 2015	F	710	$26.16	D	3,941	I	By James S. Bernard Living Trust Dated 11/10/2010
Common Stock, Par Value $0.01 Per Share^F1	Mar 6, 2015	M	1,135	—	A	5,076	I	By James S. Bernard Living Trust Dated 11/10/2010
Common Stock, Par Value $0.01 Per Share	Mar 6, 2015	F	358	$26.16	D	4,718	I	By James S. Bernard Living Trust Dated 11/10/2010

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F2	—	Mar 6, 2015	A	3,440	A	—	—	Common Stock, Par Value $0.01 Per Share	3,440	3,440	D
Restricted Stock Units^F1,F4,F3	—	Mar 6, 2015	M	2,562	D	—	—	Common Stock, Par Value $0.01 Per Share	2,562	0	D
Restricted Stock Units^F1,F4,F5	—	Mar 6, 2015	M	2,311	D	—	—	Common Stock, Par Value $0.01 Per Share	2,311	2,311	D
Restricted Stock Units^F1,F4,F6	—	Mar 6, 2015	M	1,135	D	—	—	Common Stock, Par Value $0.01 Per Share	1,135	2,268	D

Explanation of responses

F1Each restricted stock unit (collectively, the "RSUs") represents a contingent right to receive one share of the common stock, par value $0.01 per share (the "Common Stock") of Tower International, Inc. (the "Company").
F2These RSUs will vest ratably on March 6, 2016, March 6, 2017, and March 6, 2018; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Tower International, Inc. 2010 Equity Incentive Plan (the "Plan"), or if the reporting person's employment terminates due to death or disability. There is no expiration date.
F3On March 6, 2015, the remaining one-third of the 7,686 RSUs originally granted to the reporting person on March 6, 2012 vested. The RSUs had no expiration date.
F4The reporting person previously reported his RSUs, including those referenced in this Form 4, as indirectly owned through the James S. Bernard Living Trust Dated 11/10/2010. All of the reporting person's RSUs are directly owned by the reporting person.
F5On March 6, 2015, one-third of the 6,934 RSUs originally granted to the reporting person on March 5, 2013 vested. The balance of the RSUs will vest on March 6, 2016; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Plan, or if the reporting person's employment terminates due to death or disability. There is no expiration date.
F6On March 6, 2015, one-third of the 3,403 RSUs originally granted to the reporting person on March 6, 2014 vested. The balance of the RSUs will vest ratably on March 6, 2016 and March 6, 2017; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Plan, or if the reporting person's employment terminates due to death or disability. There is no expiration date.