4//SEC Filing
GOUIN JAMES C 4
Accession 0001127602-19-029213
CIK 0001485469other
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 11:40 AM ET
Size
17.5 KB
Accession
0001127602-19-029213
Insider Transaction Report
Form 4
GOUIN JAMES C
EVP & CFO
Transactions
- Disposition from Tender
Common Stock, Par Value $0.01 Per Share
2019-09-30−144,237→ 0 total - Disposition to Issuer
Stock Options (Right to Purchase)
2019-09-30−9,396→ 0 totalExercise: $13.00→ Common Stock, Par Value $0.01 Per Share (9,396 underlying) - Disposition to Issuer
Restricted Stock Units
2019-09-30−7,382.57→ 0 total→ Common Stock, Par Value $0.01 Per Share (7,382.57 underlying) - Disposition to Issuer
Stock Options (Right to Purchase)
2019-09-30−27,422→ 0 totalExercise: $11.71→ Common Stock, Par Value $0.01 Per Share (27,422 underlying) - Disposition to Issuer
Restricted Stock Units
2019-09-30−38,971.97→ 0 total→ Common Stock, Par Value $0.01 Per Share (38,971.97 underlying) - Disposition to Issuer
Restricted Stock Units
2019-09-30−59,609.79→ 0 total→ Common Stock, Par Value $0.01 Per Share (59,609.79 underlying)
Footnotes (4)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, by and among Tower International, Inc., a Delaware corporation (the "Company"), Autokiniton US Holdings, Inc., a Delaware corporation ("Parent"), and Tiger Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Company, with the Company continuing as a direct wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement and the terms of the Offer to Purchase, dated August 15, 2019, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was converted into the right to receive $31.00 in cash, net of applicable tax withholding, without interest.
- [F2]Pursuant to the Merger Agreement, each option award in respect to Shares outstanding immediately prior to the consummation of the Offer (each, an "Option"), whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, net of applicable tax withholdings, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option, net of applicable tax withholding, multiplied by (ii) the excess of (x) $31.00 over (y) the exercise price payable in respect of each Share issuable under such Option.
- [F3]Each restricted stock unit ("RSU") represents a contingent right to receive one Share.
- [F4]Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $31.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was cancelled and converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $31.00 for each Share underlying the RSU, net of applicable tax withholdings.
Documents
Issuer
Tower International, Inc.
CIK 0001485469
Entity typeother
Related Parties
1- filerCIK 0001258325
Filing Metadata
- Form type
- 4
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 11:40 AM ET
- Size
- 17.5 KB