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^*

JOHNSON S A

(Last)

(First)

(Middle)

294 GROVE LANE EAST

SUITE 260

(Street)

WAYZATA

55391

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Commercial Vehicle Group, Inc. [ CVGI ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2004

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)
Class C Common Stock	08/02/2004		J		5,568.75	A	⁽¹⁾	5,568.75	I	By J2R Partners II⁽²⁾
Class C Common Stock	08/04/2004		J		5,503.9	D	⁽³⁾	64.85	I	By J2R Partners II⁽²⁾
Class C Common Stock	08/04/2004		J		12,450.12	D	⁽³⁾	49.88	I	By J2R Partners VI⁽²⁾
Class E Common Stock	08/04/2004		J		11,879.22	D	⁽³⁾	18.78	I	By J2R Partners VI⁽²⁾
Class C Common Stock	08/04/2004		J		17,762.78	D	⁽³⁾	61.22	I	By J2R Partners VII⁽²⁾
Class E Common Stock	08/04/2004		J		4,337.12	D	⁽³⁾	8,255.88	I	By J2R Partners VII⁽²⁾
Class C Common Stock	08/04/2004		J		64.85	D	⁽⁴⁾	0	I	By J2R Partners II⁽²⁾
Class C Common Stock	08/04/2004		J		49.88	D	⁽⁵⁾	0	I	By J2R Partners VI
Class E Common Stock	08/04/2004		J		18.78	D	⁽⁶⁾	0	I	By J2R Partners VI⁽²⁾
Class C Common Stock	08/04/2004		J		61.22	D	⁽⁷⁾	0	I	By J2R Partners VII⁽²⁾
Class E Common Stock	08/04/2004		J		8,255.88	D	⁽⁸⁾	0	I	By J2R Partners VII⁽²⁾
Class C Common Stock	08/04/2004		J		25.94	A	⁽⁹⁾	25.94	D
Class C Common Stock	08/04/2004		J		21.23	A	⁽¹⁰⁾	47.17	D
Class E Common Stock	08/04/2004		J		7.99	A	⁽¹¹⁾	7.99	D
Class C Common Stock	08/04/2004		J		23.74	A	⁽¹²⁾	70.91	D
Class E Common Stock	08/04/2004		J		3,201.63	A	⁽¹³⁾	3,209.62	D
Common Stock	08/04/2004		J		124,630.6152	A	⁽¹⁴⁾	231,844	D
Common Stock	08/10/2004⁽¹⁵⁾		S		103,452	D	$12.1225	128,392	D

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)

Explanation of Responses:

1. Represents shares of Class C Common Stock of the Registrant issued to the Reporting Person in connection with the merger of Trim Systems, Inc. with and into a subsidiary of the Registrant. The shares were issued to the Reporting Person in accordance with Rule 16b-3 promulgated under the Securities and Exchange Act of 1934 (the "Exchange Act").

2. The Reporting Person is a general partner of each of J2R Partners II, J2R Partners VI and J2R Partners VII and, as a result, has a pecuniary interest in the shares held by such partnerships. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in such shares.

3. Represents a disposition to the Registrant pursuant to the terms of a Recapitalization Agreement in order to adjust the ownership of the Registrant so as to give effect to the relative rights and privileges of the then-existing Common Stock of the Registrant. These shares were disposed to the Registrant in accordance with Rule 16b-3 promulgated under the Exchange Act.

4. Represents the disposition of all shares of Class C Common Stock held by J2R Partners II to its general partners for no additional consideration.

5. Represents the disposition of all shares of Class C Common Stock held by J2R Partners VI to its general partners for no additional consideration.

6. Represents the disposition of all shares of Class E Common Stock held by J2R Partners VI to its general partners for no additional consideration.

7. Represents the disposition of all shares of Class C Common Stock held by J2R Partners VII to its general partners for no additional consideration.

8. Represents the disposition of all shares of Class E Common Stock held by J2R Partners VII to its general partners for no additional consideration.

9. Represents the receipt of shares of Class C Common Stock by the Reporting Person as a result of the pro rata distribution by J2R Partners II of all of the shares of Class Common Stock held by such Partnership for no additional consideration.

10. Represents the receipt of shares of Class C Common Stock by the Reporting Person as a result of the pro rata distribution by J2R Partners VI of all of the shares of Class C Common Stock held by such Partnership for no additional consideration.

11. Represents the receipt of shares of Class E Common Stock by the Reporting Person as a result of the pro rata distribution by J2R Partners VI of all of the shares of Class E Common Stock held by such Partnership for no additional consideration.

12. Represents the receipt of shares of Class C Common Stock by the Reporting Person as a result of the pro rata distribution by J2R Partners VII of all of the shares of Class C Common Stock held by such Partnership for no additional consideration.

13. Represents the receipt of shares of Class E Common Stock by the Reporting Person as a result of the pro rata distribution by J2R Partners VII of all of the shares of Class E Common Stock held by such Partnership for no additional consideration.

14. Represents the reclassification of the Class E and Class E Common Stock held by each of the listed partnerships into Common Stock on a share-for-share basis and a 38.991-to-one stock split effected immediately thereafter. The shares of Common Stock issued to the Reporting Person on account of the reclassification were done so in accordance with Rule 16b-7 and 16b-3 promulgated under the Exchange Act. The shares of Common Stock issued to the Reporting Person on account of the stock split were done so in accordance with Rule 16a-9 promulgated under the Exchange Act.

15. Represents the closing date for the sale of shares by the Reporting Person pursuant to an underwriting agreement executed by the Reporting Person on August 4, 2004.

	/s/ Michael E. Sullivan, under power of attorney	08/12/2004
	** 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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