0001181431-11-019259.txt : 20110321 0001181431-11-019259.hdr.sgml : 20110321 20110321143052 ACCESSION NUMBER: 0001181431-11-019259 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110321 FILED AS OF DATE: 20110321 DATE AS OF CHANGE: 20110321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stephenson Keith Dwayne CENTRAL INDEX KEY: 0001515098 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54305 FILM NUMBER: 11700974 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE CITY: NOVI STATE: MI ZIP: 48375 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper-Standard Holdings Inc. CENTRAL INDEX KEY: 0001320461 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 201945088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 39550 ORCHARD HILL PLACE DRIVE CITY: NOVI STATE: MI ZIP: 48375 FORMER COMPANY: FORMER CONFORMED NAME: CSA Acquisition Corp. DATE OF NAME CHANGE: 20050311 3 1 rrd305967.xml FORM 3 X0203 3 2011-03-21 0 0001320461 Cooper-Standard Holdings Inc. COSH 0001515098 Stephenson Keith Dwayne 39550 ORCHARD HILL PLACE NOVI MI 48375 0 1 0 0 Chief Operating Officer Common stock 62417 D 7% Cumulative Participating Convertible Preferred stock 23.3057 Common stock 3142 D Stock Options 25.52 2020-05-27 Common Stock 104941 D Represents restricted stock granted to the reporting person. 54,851 of such shares shall vest, assuming continued employment, in four equal installments on May 27, 2011, May 27, 2012, May 27, 2013, and May 27, 2014. 7,566 of such shares shall vest, assuming continued employment, upon the later of (i) the vesting schedule described in the preceding sentence and (ii) the exercise of certain outstanding warrants (the "Warrants") that have been issued in respect of our common stock. The number of these 7,566 shares that will vest under clause (ii) of the preceding sentence will be based on a formula that is tied to the percentage of the Warrants that are exercised. These shares of participating preferred common stock are entitled to receive dividends at a rate of 7% per annum and may be converted at any time at a conversion price of $23.30574 per share of common stock, subject to adjustment upon certain events specified in the certificate of designations. Time-based restricted stock vesting in four equal installments on May 27, 2011, May 27, 2012, May 27, 2013, and May 27, 2014. Represents restricted stock options granted to the reporting person. 93,000 of such options shall vest, assuming continued employment, in four equal installments on May 27, 2011, May 27, 2012, May 27, 2013, and May 27, 2014. 11,941 of such shares shall vest, assuming continued employment, upon the later of (i) the vesting schedule described in the preceding sentence and (ii) the exercise of certain outstanding warrants (the "Warrants") that have been issued in respect of our common stock. The number of these 11,941 shares that will vest under clause (ii) of the preceding sentence will be based on a formula that is tied to the percentage of the Warrants that are exercised. The 7% Cumulative Participating Convertible Preferred stock do not have an expiration date. /s/ Keith D. Stephenson 2011-03-21