SEC Form 4 · accession 0001127602-17-010841
Tower International, Inc. · TOWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Cook
Officer — SVP, Global Human Resources
Period of report
Mar 6, 2017
Accepted (ET)
Mar 8, 2017 · 4:37 pm EST
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 ShareF1 | Mar 6, 2017 | M | 662 | — | A | 4,616 | D | |
| Common Stock, Par Value $0.01 Per Share | Mar 6, 2017 | F | 245 | $28.20 | D | 4,371 | D | |
| Common Stock, Par Value $0.01 Per ShareF1 | Mar 6, 2017 | M | 669 | — | A | 5,040 | D | |
| Common Stock, Par Value $0.01 Per Share | Mar 6, 2017 | F | 247 | $28.20 | D | 4,793 | D | |
| Common Stock, Par Value $0.01 Per ShareF1 | Mar 6, 2017 | M | 821 | — | A | 5,614 | D | |
| Common Stock, Par Value $0.01 Per Share | Mar 6, 2017 | F | 298 | $28.20 | D | 5,316 | 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 UnitsF1,F2 | — | Mar 6, 2017 | A | 1,997 | A | — | — | Common Stock, Par Value $0.01 Per Share | 1,997 | 1,997 | D |
| Restricted Stock UnitsF1,F3 | — | Mar 6, 2017 | M | 662 | D | — | — | Common Stock, Par Value $0.01 Per Share | 662 | 0 | D |
| Restricted Stock UnitsF1,F4 | — | Mar 6, 2017 | M | 669 | D | — | — | Common Stock, Par Value $0.01 Per Share | 669 | 669 | D |
| Restricted Stock UnitsF1,F5 | — | Mar 6, 2017 | M | 821 | D | — | — | Common Stock, Par Value $0.01 Per Share | 821 | 1,642 | 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, 2018, March 6, 2019, and March 6, 2020; 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.
- F3The final one-third of the RSUs originally granted to the reporting person on March 6, 2014, including the dividend equivalent units (DEUs) accrued as additional RSUs in respect thereof, vested. The RSUs had no expiration date.
- F4One-third of the RSUs originally granted to the reporting person on March 6, 2015, including a proportional amount of the DEUs accrued as additional RSUs in respect thereof, vested. The balance of the RSUs (including such proportional amount of the DEUs accrued in respect thereof), will vest on 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 Plan, or if the reporting person's employment terminates due to death or disability. There is no expiration date.
- F5One-third of the RSUs originally granted to the reporting person on March 4, 2016, including a proportional amount of the DEUs accrued as additional RSUs in respect thereof, vested. The balance of the RSUs (including such proportional amount of the DEUs accrued in respect thereof), will vest ratably on March 6, 2018 and March 6, 2019; 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.