SEC Form 4: Hughes Bradley E. returned 395,154 units of Common Stock to the company and was granted 59,090 units of Common Stock, closing all direct ownership in the company
$CTB
Automotive Aftermarket
Consumer Durables
| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COOPER TIRE & RUBBER CO [ CTB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/07/2021 | ||||||||||||||||||||||||||
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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 | 06/07/2021 | D | 256,102 | D | (1) | 79,962(2) | D | |||
| Common Stock(3) | 06/07/2021 | D | 79,962 | D | (1)(4) | 0 | D | |||
| Common Stock(5) | 06/07/2021 | A | 59,090 | A | (1)(6) | 59,090 | D | |||
| Common Stock(5) | 06/07/2021 | D | 59,090 | D | (1)(6) | 0 | D | |||
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $25.425 | 06/07/2021 | D | 26,760 | (7) | 02/20/2023(7) | Common Stock | 26,760 | $34.05(7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $23.96 | 06/07/2021 | D | 32,475 | (7) | 02/19/2024(7) | Common Stock | 32,475 | $35.52(7) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2021, The Goodyear Tire & Rubber Company ("Goodyear") acquired Cooper Tire & Rubber Company ("Cooper Tire") in a merger transaction (the "Merger") which became effective on June 7, 2021. At the effective time of the Merger (the "Effective Time"), each share of Cooper Tire's common stock, par value of $1.00 per share converted into the right to receive (A) $41.75 in cash, without interest, and (B) 0.907 of a share of Goodyear common stock, no par value ("Merger Consideration"). On June 7, 2021, the closing price for Goodyear common stock was $19.39. |
| 2. Includes dividend equivalents earned since last report. |
| 3. Reflects restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock. |
| 4. Pursuant to the Merger Agreement, each outstanding RSU converted at the Effective Time into a right to receive the Merger Consideration. |
| 5. Reflects performance stock units ("PSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock. |
| 6. Pursuant to the Merger Agreement, outstanding PSUs converted at the Effective Time into a right to receive Merger Consideration as follows: (A) for PSUs notionally earned for measurement periods completed prior to the Effective Time but not yet settled, based on the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods; and (B) for PSUs for a measurement period that had begun but was not complete as of the Effective Time (and which PSUs had not been notionally earned prior to the Effective Time), based on the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the Effective Time as compared to the number of days in the entire measurement period. |
| 7. Pursuant to the Merger Agreement, each of these stock options, which were fully vested and exercisable, converted at the Effective Time into the right to receive an amount of cash equal to the product of (A) the number of shares of Cooper Tire common stock subject to such option and (B) the excess of (i) the sum of (x) $41.75 plus (y) the product obtained by multiplying 0.907 by the volume weighted average price of Goodyear common stock for the 10 consecutive trading days ending two trading days prior to the Effective Time ($59.48) over (ii) the applicable exercise price per share of the option. |
| Remarks: |
| /s/ Jack Jay McCracken, Attorney-In-Fact for Bradley E. Hughes | 06/08/2021 | |
| ** 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. | ||