Chairman and CEO Edwards Jeffrey S converted options into 103,756 shares, returned $1,495,124 worth of shares to the company (103,756 units at $14.41), was granted 33,613 shares and covered exercise/tax liability with 9,799 shares, increasing direct ownership by 12% to 222,137 units (SEC Form 4)
$CPS
Auto Parts:O.E.M.
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc. [ CPS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock | 02/12/2025 | A | 33,613(1) | A | $0 | 231,936 | D | |||
| Common stock | 02/12/2025 | F | 9,799 | D | $14.41 | 222,137 | D | |||
| Common stock | 02/12/2025 | M | 103,756 | A | (2) | 325,893 | D | |||
| Common stock | 02/12/2025 | D | 103,756 | D | $14.41(2) | 222,137 | D | |||
| Common stock | 13,200 | I | By Trust(3) | |||||||
| Common stock | 22,900 | I | By Living Trust(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units(5) | (6) | 02/12/2025 | A | 100,132 | (7) | (7) | Common stock | 100,132 | $0 | 100,132 | D | ||||
| Performance Stock Units(8) | (2) | 02/12/2025(9) | A | 49,024 | (10) | (10) | Common stock | 49,024 | $0 | 49,024 | D | ||||
| Performance Stock Units(11) | (12) | 02/12/2025 | M | 103,756 | (13) | (13) | Common stock | 103,756 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents Common stock distributed to the Reporting Person based on performance-based stock units (PSUs) granted to the reporting person on February 16, 2022, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, which were deemed to have satisfied applicable performance vesting criteria as determined by the Company on February 12, 2025 (Determination Date), and distributed to the Reporting Person on the Determination Date. |
| 2. The Company in its sole discretion settles such performance-based stock units (PSUs) by delivering an amount of cash equal to the fair market value of a number of shares equal to the number of PSUs that have vested. |
| 3. Shares held by an irrevocable family trust for which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of the stock held by the trust except to the extent of his pecuniary interest therein. |
| 4. Shares held by a revocable living trust for which Reporting Person is the sole trustee. |
| 5. These are time-based restricted stock units (RSUs) granted to the reporting person on February 12, 2025, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated. |
| 6. The company settles such RSUs by making an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSU's that have vested. |
| 7. Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of the date of March 1, 2025. |
| 8. Represents performance-based stock units (PSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied the portion of the performance vesting criteria applicable for the year ended December 31, 2024, as determined by the Company on February 12, 2025. |
| 9. Represents the date on which the Company determined the number of PSUs actually achieved by the reporting person based on the achievement of certain performance vesting criteria. |
| 10. Subject to the reporting person's continued employment with the company or its affiliates through December 31, 2025, these PSUs shall vest and no longer be subject to forfeiture and will settle on or as soon as practicable following February 12, 2026. |
| 11. Represents performance-based stock units (PSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied the portion of the performance vesting criteria applicable for the year ended December 31, 2023, as determined by the Company on February 14, 2024. |
| 12. The Company in its sole discretion settles such PSUs by delivering an amount of cash equal to the fair market value of a number of shares equal to the number of PSUs that have vested. |
| 13. Subject to the reporting person's continued employment with the company or its affiliates through December 31, 2024, these PSUs shall vest and no longer be subject to forfeiture and will settle on or as soon as practicable following February 12, 2025. |
| Remarks: |
| /s/ Denise Balog, on behalf of Jeffrey S. Edwards under Power of Attorney | 02/14/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||