0001209191-15-043095.txt : 20150515 0001209191-15-043095.hdr.sgml : 20150515 20150515112758 ACCESSION NUMBER: 0001209191-15-043095 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150515 FILED AS OF DATE: 20150515 DATE AS OF CHANGE: 20150515 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZF TRW AUTOMOTIVE HOLDINGS CORP CENTRAL INDEX KEY: 0001267097 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 810597059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12001TECH CENTER DRIVE CITY: LIVONIA STATE: MI ZIP: 48150 BUSINESS PHONE: 734 855 2600 MAIL ADDRESS: STREET 1: 12001TECH CENTER DRIVE CITY: LIVONIA STATE: MI ZIP: 48150 FORMER COMPANY: FORMER CONFORMED NAME: TRW AUTOMOTIVE HOLDINGS CORP DATE OF NAME CHANGE: 20031015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marchuk Neil Edward CENTRAL INDEX KEY: 0001301291 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31970 FILM NUMBER: 15866665 MAIL ADDRESS: STREET 1: 12025 TECH CENTER DRIVE CITY: LIVONIA STATE: MI ZIP: 48150 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-15 1 0001267097 ZF TRW AUTOMOTIVE HOLDINGS CORP TRW 0001301291 Marchuk Neil Edward 12001 TECH CENTER DRIVE LIVONIA MI 48150 0 1 0 0 Executive V.P. Human Resources Common Stock 2015-05-15 4 D 0 44112 105.60 D 7334 D Common Stock 2015-05-15 4 D 0 7334 105.60 D 0 D Common Stock 2015-05-15 4 D 0 6397.548 105.60 D 0 I By 401(k) Plan Stock-settled stock appreciation rights 58.20 2015-05-15 4 D 0 71429 47.40 D 2021-02-22 Common Stock 71429 0 D Stock-settled stock appreciation rights 82.50 2015-05-15 4 D 0 46305 23.10 D 2022-02-21 Common Stock 46305 0 D Performance Share Units 2015-05-15 4 A 0 4749 0.00 A Common Stock 4749 4749 D Performance Share Units 2015-05-15 4 D 0 4749 105.60 D Common Stock 4749 0 D 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. 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. 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. 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. 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. On February 21, 2014, the Reporting Person was granted performance share units ("Performance Units"). Under the terms of the Performance Units, up to a maximum of 4,749 shares would be earned based on the Issuer's achievement of total shareholder return relative to a peer group of companies over a three-year period. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, the Performance Units became immediately vested at the maximum level of performance, each Performance Unit was cancelled and the Reporting Person was entitled to receive an amount in cash, without any interest, equal to the product of (x) the maximum number of shares subject to such Performance Units multiplied by (y) $105.60. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person. /s/ Sheri Roberts By Power of Attorney 2015-05-15