SEC Form 4/A · accession 0001127602-16-070210
Adient plc · ADNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
R Bruce McDonald
Officer — Chairman and CEO · Director
Period of report
Dec 7, 2016
Accepted (ET)
Dec 16, 2016 · 12:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001670541
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Compensation - Phantom Stock UnitsF2,F1,F4,F3 | — | Dec 7, 2016 | A | 10,467 | A | — | — | Ordinary Shares | 10,467 | 313,821 | D |
| Employee Stock Option (right to buy)F5 | $41.82 | holding | — | — | — | Oct 1, 2009 | Oct 1, 2017 | Ordinary Shares | 4,607 | 4,607 | D |
| Employee Stock Option (right to buy)F5 | $29.95 | holding | — | — | — | Oct 1, 2010 | Oct 1, 2018 | Ordinary Shares | 15,603 | 15,603 | D |
| Employee Stock Option (right to buy)F5 | $25.87 | holding | — | — | — | Oct 1, 2011 | Oct 1, 2019 | Ordinary Shares | 16,579 | 16,579 | D |
| Employee Stock Option (right to buy)F5 | $31.77 | holding | — | — | — | Oct 1, 2012 | Oct 1, 2020 | Ordinary Shares | 14,628 | 14,628 | D |
| Employee Stock Option (right to buy)F5 | $28.97 | holding | — | — | — | Oct 5, 2014 | Oct 5, 2022 | Ordinary Shares | 7,294 | 7,294 | D |
| Employee Stock Option (right to buy)F5 | $29.69 | holding | — | — | — | Oct 7, 2013 | Oct 7, 2021 | Ordinary Shares | 13,653 | 13,653 | D |
| Employee Stock Option (right to buy)F5 | $45.62 | holding | — | — | — | Oct 7, 2017 | Oct 7, 2025 | Ordinary Shares | 10,197 | 10,197 | D |
| Employee Stock Option (right to buy)F5 | $52.24 | holding | — | — | — | Nov 18, 2016 | Nov 18, 2024 | Ordinary Shares | 7,844 | 7,844 | D |
| Employee Stock Option (right to buy)F5 | $50.31 | holding | — | — | — | Nov 19, 2015 | Nov 19, 2023 | Ordinary Shares | 4,809 | 4,809 | D |
Explanation of responses
- F1Each unit of phantom stock has the equivalent economic value of one share of Adient common stock.
- F2Reflects the number of shares underlying previously unreported performance share units, which were not subject to being reported, that were converted into time-based restricted share units based on performance results through the end of fiscal year 2016, and as approved by the Compensation Committee on 12/7/2016. The resulting time-based restricted share units remain subject to certain forfeiture and accelerated vesting provisions.
- F3Phantom Stock Units covered under the Adient Deferred Compensation Plan acquired with the completion of the spin-off between Johnson Controls International plc ("JCI") and Adient plc ("Adient")(the "spin-off"). The units will settle 100% in cash upon the reporting person's retirement or termination, subject to vesting requirements.
- F4This Form 4 is being amended to correct the aggregate number of phantom stock units previously reported by removing 8,441 phantom stock units that are performance based and are not yet subject to being reported as the performance criteria are material and not related solely to the price of the stock, by removing 1,603 restricted units that settled 100% in cash, by removing 211 restricted share units that were previously reported and inadvertently included and by adding 207 dividend equivalent stock units received in a transaction exempt under Rule 16a-11. As noted previously, the report reflects the conversion of performance based phantom stock units, not subject to reporting, into 10,467 restricted stock units with time-based vesting.
- F550% of the options vest on the second and the remaining 50% vest on the third anniversary of the award.