4//SEC Filing
ZF TRW AUTOMOTIVE HOLDINGS CORP 4
Accession 0001209191-15-043101
CIK 0001267097operating
Filed
May 14, 8:00 PM ET
Accepted
May 15, 11:38 AM ET
Size
17.0 KB
Accession
0001209191-15-043101
Insider Transaction Report
Form 4
MITCHELL TAMMY S
Controller
Transactions
- Disposition to Issuer
Common Stock
2015-05-15$105.60/sh−9,979$1,053,782→ 2,367 total - Disposition to Issuer
Common Stock
2015-05-15$105.60/sh−2,367$249,955→ 0 total - Disposition to Issuer
Common Stock
2015-05-15$105.60/sh−10,000$1,056,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2015-05-15$105.60/sh−701.566$74,085→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock-settled stock appreciation rights
2015-05-15$47.40/sh−6,500$308,100→ 0 totalExercise: $58.20Exp: 2021-02-22→ Common Stock (6,500 underlying) - Disposition to Issuer
Stock-settled stock appreciation rights
2015-05-15$23.10/sh−5,400$124,740→ 0 totalExercise: $82.50Exp: 2022-02-21→ Common Stock (5,400 underlying)
Footnotes (5)
- [F1]On May 15, 2015, ZF Friedrichshafen AG, a stock corporation organized and existing under the laws of the Federal Republic of Germany ("ZF"), acquired the Issuer pursuant to that certain agreement and plan of merger, dated as of September 15, 2014 among the Issuer, ZF and MSNA, Inc., a Delaware corporation ("MSNA") and a wholly owned subsidiary of ZF (the "Merger Agreement"). In accordance with the Merger Agreement, MSNA merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of ZF. At the effective time of the Merger, each outstanding share of the Issuer's common stock was converted into the right to receive $105.60 in cash, without interest. The Merger is more fully described in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on October 20, 2014, as supplemented.
- [F2]Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, any vesting conditions applicable to outstanding restricted stock units ("RSUs") were accelerated in full, each RSU was cancelled and the Reporting Person was entitled to receive an amount in cash, without any interest, equal to the product of (x) the total number of shares subject to such RSUs immediately prior to the effective time multiplied by (y) $105.60. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
- [F3]Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding stock-settled stock appreciation right ("SSAR"), whether vested or unvested, was cancelled and the Reporting Person was entitled to receive an amount in cash, without interest, equal to the product of (x) the total number of shares subject to such SSAR multiplied by (y) the excess of $105.60 over the per share fair market value on the date of the relevant grant under such SSAR. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.
- [F4]One-third of the SSARs vested and became exercisable on each of February 22, 2014 and February 22, 2015. The remaining one-third of the SSARs were unvested. See footnote 3.
- [F5]One-third of the SSARs vested and became exercisable on February 21, 2015. The remaining two-thirds of the SSARs were unvested. See footnote 3.
Documents
Issuer
ZF TRW AUTOMOTIVE HOLDINGS CORP
CIK 0001267097
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001267097
Filing Metadata
- Form type
- 4
- Filed
- May 14, 8:00 PM ET
- Accepted
- May 15, 11:38 AM ET
- Size
- 17.0 KB