SEC Form 4 · accession 0001127602-19-010605

Tower International, Inc. · TOWR

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

Reporting owner

James C Gouin

Officer — Chief Executive Officer

Period of report

Mar 6, 2019

Accepted (ET)

Mar 8, 2019 · 4:31 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
Common Stock, Par Value $0.01 Per Share^F1	Mar 6, 2019	M	2,376	—	A	125,844	D
Common Stock, Par Value $0.01 Per Share	Mar 6, 2019	F	665	$25.32	D	125,179	D
Common Stock, Par Value $0.01 Per Share^F1	Mar 6, 2019	M	7,337	—	A	132,516	D
Common Stock, Par Value $0.01 Per Share	Mar 6, 2019	F	2,103	$25.32	D	130,413	D
Common Stock, Par Value $0.01 Per Share^F1	Mar 6, 2019	M	19,366	—	A	149,779	D
Common Stock, Par Value $0.01 Per Share	Mar 6, 2019	F	5,542	$25.32	D	144,237	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 Units^F1,F2	—	Mar 6, 2019	A	59,242	A	—	—	Common Stock, Par Value $0.01 Per Share	59,242	59,242	D
Restricted Stock Units^F1,F3	—	Mar 6, 2019	M	2,376	D	—	—	Common Stock, Par Value $0.01 Per Share	2,376	0	D
Restricted Stock Units^F1,F4	—	Mar 6, 2019	M	7,337	D	—	—	Common Stock, Par Value $0.01 Per Share	7,337	7,337	D
Restricted Stock Units^F1,F5	—	Mar 6, 2019	M	19,366	D	—	—	Common Stock, Par Value $0.01 Per Share	19,366	38,732	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, 2020, March 6, 2021, and March 6, 2022; 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 4, 2016, 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, 2017, 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, 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 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 6, 2018, 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, 2020 and March 6, 2021; 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.