DAVIS SUSAN F 4
4 · COOPER TIRE & RUBBER CO · Filed Jun 8, 2021
Insider Transaction Report
Form 4
DAVIS SUSAN F
Director
Transactions
- Disposition to Issuer
Phantom Stock
2021-06-07$59.48/sh−24,796$1,474,866→ 0 total→ Common Stock (24,796 underlying)
Footnotes (3)
- [F1]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.
- [F2]One-for-one.
- [F3]The phantom stock units were accrued over time under Cooper Tire's equity plans, and were generally to be settled in cash upon the reporting person's termination of service as a director. Pursuant to the Merger Agreement, the phantom stock units were canceled and converted at the Effective Time into the right to receive $59.48 per unit.