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^*

Craig Jeffrey A

(Last)

(First)

(Middle)

C/O MERITOR, INC.

2135 WEST MAPLE ROAD

(Street)

TROY

48084-7186

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MERITOR INC [ MTOR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2016

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	12/01/2016		M		181,869	A	$0	483,014⁽¹⁾	D
Common Stock	12/01/2016		M		46,632	A	$0	529,646⁽²⁾	D
Common Stock	12/02/2016		S⁽³⁾		108,780	D	$12.4445⁽⁴⁾	420,866	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)
Restricted Share Units	$0.0	12/01/2016		A		112,764		⁽⁵⁾	⁽⁵⁾	Common Stock	112,764	$0	112,764	D
Restricted Share Units	$0.0	12/01/2016		M			181,869	⁽¹⁾	⁽¹⁾	Common Stock	181,869	$0	0	D
Restricted Share Units	$0.0	12/01/2016		M			46,632	⁽²⁾	⁽²⁾	Common Stock	139,900	$0	93,268⁽⁶⁾	D
Restricted Share Units	$0.0							⁽⁷⁾	⁽⁷⁾	Common Stock	133,206		133,206	D
Restricted Share Units	$0.0							⁽⁸⁾	⁽⁸⁾	Common Stock	36,222		36,222	D
Restricted Share Units	$0.0							⁽⁹⁾	⁽⁹⁾	Common Stock	39,301		39,301	D

Explanation of Responses:

1. Reflects vesting on December 1, 2016 of 181,869 Restricted Share Units ("RSUs").

2. Reflects vesting on December 1, 2016 of 46,632 RSUs.

3. The sales reported in this Form 4 were effected to cover tax withholding obligations upon vesting of 228,501 RSUs.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.23 to $12.70, inclusive. The reporting person undertakes to provide to Meritor, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. Acquisition of RSUs as equity compensation. The date of grant of the RSUs was December 1, 2016. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances.

6. The date of the acquisition of the RSUs was November 2, 2016 following satisfaction of the performance criteria applicable thereto. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent and they will vest in equal one-half installments on December 1, 2017 and 2018 or may vest earlier upon termination of employment with the Company under certain circumstances.

7. The date of grant of the RSUs was December 1, 2015. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions described in footnote 5 above.

8. The date of grant of the RSUs was August 1, 2015. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions described in footnote 5 above.

9. The date of grant of the RSUs was December 1, 2014. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions described in footnote 5 above.

Remarks:

	/s/ Jeffrey A. Craig, By: April Miller Boise, Attorney-in-fact	12/05/2016
	** Signature of Reporting Person	Date
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