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
HAYES LEMMERZ INTERNATIONAL INC [ HAYZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/14/2005 | ||||||||||||||||||||||||||
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 | 01/31/2006 | M | 3,000 | A | (1) | 3,000 | D | |||
Common Stock | 01/31/2006 | F | 1,100 | D | (2) | 1,900 | D | |||
Common Stock | 07/28/2006 | M | 2,424 | A | (3) | 4,324 | D | |||
Common Stock | 07/28/2006 | S | 794 | D | $2.594 | 3,530 | D | |||
Common Stock | 05/30/2007 | M | 8,148(4) | A | $3.25 | 11,678 | D | |||
Common Stock | 07/03/2007 | J(5) | 1,900 | D | (5) | 9,778 | D | |||
Common Stock | 07/30/2007 | M | 7,967 | A | (6) | 17,745 | D | |||
Common Stock | 07/30/2007 | S | 2,563 | D | $4.7141 | 15,182 | D | |||
Common Stock | 09/17/2007 | M | 16,429 | A | (7) | 31,611 | D | |||
Common Stock | 09/17/2007 | S | 3,048 | D | $4.0991 | 28,563 | D | |||
Common Stock | 09/18/2007 | S | 2,002 | D | $4.2611 | 26,561 | D |
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 | ||||||||
Restricted Stock Units | (8) | 03/14/2005 | A | 6,000 | (8) | (8) | Common Stock | 6,000 | (9) | 6,000 | D | ||||
Restricted Stock Units | (10) | 01/31/2006 | M | 3,000 | (10) | (10) | Common Stock | 3,000 | (9) | 3,000 | D | ||||
Restricted Stock Units | (11) | 07/28/2006 | M | 2,424 | (11) | (11) | Common Stock | 2,424 | (9) | 4,849 | D | ||||
Restricted Stock Units | (12) | 12/15/2006 | A | 20,000 | (12) | (12) | Common Stock | 20,000 | (9) | 20,000 | D | ||||
Stock Option (Right to Buy) | $10.35(13) | (14) | 07/28/2003 | Common Stock | 14,689(13) | 14,689(13) | D | ||||||||
Restricted Stock Units | (15) | (15) | (15) | Common Stock | 7,967(16) | 7,967(16) | D | ||||||||
Restricted Stock Units | (17) | (17) | (17) | Common Stock | 4,929(18) | 4,929(18) | D | ||||||||
Restricted Stock Units | (19) | (19) | (19) | Common Stoock | 32,859(20) | 32,859(20) | D | ||||||||
Restricted Stock Units | (21) | 07/30/2007(21) | M | 7,967 | (21) | (21) | Common Stock | 7,967 | (9) | 0 | D | ||||
Resticted Stock Units | (22) | 08/10/2007 | A | 15,935 | (22) | (22) | Common Stock | 15,935 | (9) | 15,935 | D | ||||
Stock Option (Right to Buy) | $3.79 | 08/10/2007 | A | 20,756 | 02/01/2008(23) | 08/10/2017 | Common Stock | 20,756 | (9) | 20,756 | D | ||||
Restricted Stock Units | (24) | 09/17/2007 | M | 16,429 | (24) | (24) | Common Stock | 16,429 | (9) | 16,430 | D |
Explanation of Responses: |
1. Shares issued on conversion of Restricted Stock Units granted March 14, 2005. Each Restricted Stock Unit is convertible into one share of common stock or cash in an amount equal to the fair market value of a share of common stock, as determined by the Compensation Committee of the Board of Directors. |
2. Shares withheld in satisfaction of tax liability. |
3. Shares issued on conversion of Restricted Stock Units granted July 28, 2003. Each Restricted Stock Unit is convertible into one share of common stock or cash in an amount equal to the fair market value of a share of common stock, as determined by the Compensation Committee of the Board of Directors. |
4. These shares were acquired by the reporting person as a result of his exercise of rights issued in the issuer's rights offering with respect to shares of the issuer's common stock held by him on April 10, 2007, the record date for the rights offering. |
5. These shares were donated to a charitable organization. |
6. Shares issued on conversion of Restricted Stock Units granted on July 28, 2003, as adjusted on July 17, 2007. Each Restricted Stock Unit is convertible into one share of common stock or cash in an amount equal to the fair market value of a share of common stock, as determined by the Compensation Committee of the Board of Directors. |
7. Shares issued on conversion of Restricted Stock Units granted on September 17, 2006 as adjusted on July 17, 2007. Each Restricted Stock Unit is convertible into one share of common stock or cash in an amount equal to the fair market value of a share of common stock, as determined by the Compensation Committee of the Board of Directors. |
8. Not applicable. The Restricted Stock Units will be converted into 3,000 shares of common stock or the equivalent value in cash on January 31, 2006 and into 3,000 shares of common stock or the equivalent value in cash on January 31, 2008. |
9. Not applicable. The Restricted Stock Units were granted under the Hayes Lemmerz International, Inc. Long Term Incentive Plan. |
10. On January 31, 2006, 3,000 Restricted Stock Units granted on March 14, 2005 were converted into an equal number of shares of common stock. The remaining 3,000 Restricted Stock Units will be converted into cash or shares of common stock on January 31, 2008. |
11. On July 28, 2006, 2,424 Restricted Stock Units granted on July 28, 2003 were converted into an equal number of shares of common stock. The remaining 4,849 Restricted Stock Units will be converted into cash or shares of common stock on July 28, 2007. |
12. Not applicable. The Restricted Stock Units will be converted into 10,000 shares of common stock or the equivalent value in cash on September 17, 2007 into 10,000 shares of common stock or the equivalent value in cash on September 17, 2008. |
13. On July 17, 2007, the number of shares issuable upon exercise of the stock option granted on July 28, 2003 was adjusted from 10,909 shares to 14,689 shares and the exercise price was adjusted from $13.93 per share to $10.35 per share pursuant to the terms of the Hayes Lemmerz International, Inc. Long Term Incentive Plan in connection with the issuer's equity rights offering and direct investment which were completed on May 30, 2007. The additional shares are exempt from Section 16(b) pursuant to Rule 16b-3. |
14. The option is currently fully vested and exercisable. |
15. Not applicable. The Restricted Stock Units will be converted into 7,967 shares of common stock or the equivalent value in cash on July 28, 2007. |
16. On July 17, 2007, the number of shares issuable upon vesting of the restricted stock units granted July 28, 2003 (or the equivalent value in cash) was adjusted from 4,849 shares to 7,967 shares pursuant to the terms of the Hayes Lemmerz International, Inc. Long Term Incentive Plan in connection with the issuer's equity rights offering and direct investment which were completed on May 30, 2007. The additional shares are exempt from Section 16(b) pursuant to Rule 16b-3. |
17. Not applicable. The Restricted Stock Units will be converted into 4,929 shares of common stock or the equivalent value in cash on Jaunuary 31, 2008. |
18. On July 17, 2007, the number of shares issuable upon vesting of the restricted stock units granted March 14, 2005 (or the equivalent value in cash) was adjusted from 3,000 shares to 4,929 shares pursuant to the terms of the Hayes Lemmerz International, Inc. Long Term Incentive Plan in connection with the issuer's equity rights offering and direct investment which were completed on May 30, 2007. The additional shares are exempt from Section 16(b) pursuant to Rule 16b-3. |
19. Not applicable. The Restricted Stock Units will be converted into 16,429 shares of common stock or the equivalent value in cash on September 17, 2007 and into 16,430 shares of common stock or the equivalent value in cash on September 17, 2008. |
20. On July 17, 2007, the number of shares issuable upon vesting of the restricted stock units granted September 17, 2006 (or the equivalent value in cash) was adjusted from 20,000 shares to 32,859 shares pursuant to the terms of the Hayes Lemmerz International, Inc. Long Term Incentive Plan in connection with the issuer's equity rights offering and direct investment which were completed on May 30, 2007. The additional shares are exempt from Section 16(b) pursuant to Rule 16b-3. |
21. On July 30, 2007, 7,967 Restricted Stock Units granted July 28, 2003 and adjusted July 17, 2007 were coverted into an equal number of shares of common stock. The vesting date for the Restricted Stock Units was July 28, 2007. The conversion into shares took place on the first business day following the vesting date. |
22. Not applicable. The Restricted Stock Units will be converted into 15,935 shares of common stock or the equivalent value in cash on August 10, 2010. |
23. The Stock Options become exercisable in three equal installments on February 1, 2008, February 1, 2009 and February 1, 2010; provided that if the number of shares subject to an option is not evenly divisible by three, the additional share or shares will be included in the first and, if applicable, second installments. |
24. On September 17, 2007, 16,429 Restricted Stock Units granted September 17, 2007 and adjusted July 17, 2007 were coverted into an equal number of shares of common stock. The remaining 16,430 Restricted Stock Units will be converted into cash or shares of common stock on September 17, 2008. |
/s/ Patrick C. Cauley | 10/10/2007 | |
** 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. |