MELEGHY GYULA 4
4 · Tower International, Inc. · Filed Jul 21, 2011
Insider Transaction Report
Form 4
MELEGHY GYULA
President, Intl Operations
Transactions
- Exercise/Conversion
Common Stock, par value $0.01 per share
2011-07-20$17.08/sh+67,775$1,157,597→ 67,775 total - Exercise/Conversion
Restricted Stock Units
2011-07-20−67,775→ 67,775 total→ Common Stock (67,775 underlying)
Holdings
- 6,385
Restricted Stock Units
→ Common Stock (6,385 underlying) - 28,189
Stock Options (right to buy)
Exercise: $13.00Exp: 2020-10-14→ Common Stock (28,189 underlying)
Footnotes (5)
- [F1]Each restricted stock unit (collectively, the "RSUs") represents a contingent right to receive up to one share of the common stock, par value $0.01 per share (the "Common Stock") of Tower International, Inc. (the "Company").
- [F2]These RSUs will vest ratably on March 1, 2012, March 1, 2013 and March 1, 2014; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Tower International, Inc. 2010 Equity Incentive Plan (the "Plan"), or if the reporting person's employment terminates due to death or disability. There is no expiration date.
- [F3]On July 20, 2011, fifty percent (50%) of the 135,550 RSUs originally granted to the reporting person vested. The balance of the RSUs will vest eighteen months after the consummation of the Company's initial public offering (the "Second Vesting Date"); provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in Plan; provided further, however, that if the Company terminates the reporting person's employment for any reason other than for "cause," as defined in the Plan, or the reporting person's employment terminates due to death or disability, (Continued in the next footnote)
- [F4]such unvested RSUs will vest on the earlier to occur of (i) the Second Vesting Date and (ii) December 31 of the calendar year during which such non-cause termination occurs.
- [F5]These stock options will vest ratably on March 1, 2012, March 1, 2013 and March 1, 2014; provided, however, that such stock options will also vest in full upon the occurrence of a "change in control" of the Company, as defined in the Plan.