SEC FORM 4

SEC Form 4

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^*

CANTIE JOSEPH S

(Last)

(First)

(Middle)

12001 TECH CENTER DRIVE

(Street)

LIVONIA

48150

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRW AUTOMOTIVE HOLDINGS CORP [ TRW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive V.P. & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2015		M		60,562⁽¹⁾	A	$45.11	265,617	D
Common Stock	02/23/2015		F		13,397⁽²⁾	D	$104.2	252,220	D
Common Stock	02/23/2015		D		31,566⁽³⁾	D	$104.2	220,654	D
Common Stock	02/23/2015		F		5,119⁽⁴⁾	D	$104.2	215,535	D
Common Stock	02/23/2015		F		3,840⁽⁴⁾	D	$104.38	211,695	D
Common Stock	02/23/2015		F		2,275⁽⁴⁾	D	$104.38	209,420	D
Common Stock								627.761	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock-settled stock appreciation rights	$45.11	02/23/2015		M			60,562	⁽⁵⁾	02/23/2020	Common Stock	60,562	$0.00	0	D

Explanation of Responses:

1. Pursuant to the terms of the grant, stock-settled stock appreciation rights were automatically exercised on their vesting date because the fair market value of the Issuer's Common Stock exceeded the maximum value on such date.

2. Shares withheld for taxes upon automatic exercise of stock-settled stock appreciation rights.

3. Shares withheld in connection with the automatic exercise of the stock-settled stock appreciation rights.

4. Shares withheld for taxes upon vesting of previously granted restricted stock units.

5. The SSARs vested and became exercisable in three equal installments on February 23, 2013, 2014 and 2015; the portion of the SSAR award that was exercised in the transaction reported vested and became exercisable on February 23, 2015.

Remarks:

	/s/ Sheri Roberts By Power of Attorney	02/25/2015
	** 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).
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