0001209191-15-043096.txt : 20150515
0001209191-15-043096.hdr.sgml : 20150515
20150515113417
ACCESSION NUMBER: 0001209191-15-043096
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: Olney Gary Patrick
CENTRAL INDEX KEY: 0001594611
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31970
FILM NUMBER: 15866706
MAIL ADDRESS:
STREET 1: C/O TRW AUTOMOTIVE
STREET 2: 12001 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
0001594611
Olney Gary Patrick
12001 TECH CENTER DRIVE
LIVONIA
MI
48150
0
1
0
0
Executive V.P. & COO
Common Stock
2015-05-15
4
D
0
6797
105.60
D
6467
D
Common Stock
2015-05-15
4
D
0
6467
105.60
D
0
D
Common Stock
2015-05-15
4
D
0
135.045
105.60
D
0
I
By 401(k) Plan
Stock-settled stock appreciation rights
82.50
2015-05-15
4
D
0
70936
23.10
D
2022-02-21
Common Stock
70936
0
D
Performance Share Units
2015-05-15
4
A
0
7275
0.00
A
Common Stock
7275
7275
D
Performance Share Units
2015-05-15
4
D
0
7275
105.60
D
Common Stock
7275
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 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 7,275 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