0001292878-18-000002.txt : 20180215 0001292878-18-000002.hdr.sgml : 20180215 20180215134713 ACCESSION NUMBER: 0001292878-18-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180213 FILED AS OF DATE: 20180215 DATE AS OF CHANGE: 20180215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edwards Jeffrey S CENTRAL INDEX KEY: 0001292878 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36127 FILM NUMBER: 18617110 MAIL ADDRESS: STREET 1: 49200 HALYARD DRIVE STREET 2: PO BOX 8010 CITY: PLYMOUTH STATE: MI ZIP: 48170 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 4 1 wf-form4_151872041865203.xml FORM 4 X0306 4 2018-02-13 0 0001320461 Cooper-Standard Holdings Inc. CPS 0001292878 Edwards Jeffrey S 39550 ORCHARD HILL PLACE NOVI MI 48375 1 1 0 0 Chairman and CEO Common stock 2018-02-13 4 A 0 19700 112.71 A 86899 D Common stock 2018-02-13 4 F 0 7254 112.71 D 79645 D Employee stock options (right to buy) 112.71 2018-02-13 4 A 0 25177 0 A 2028-02-13 Common stock 25177.0 25177 D Restricted Stock Units 2018-02-13 4 A 0 5312 0 A 2021-02-13 2021-02-13 Common stock 5312.0 5312 D On February 19, 2015, the reporting person was granted 9,850 Performance Units (PU's) under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated, and the Cooper-Standard Automotive Inc. Long-Term Incentive Plan. The performance goal is the company's return on invested capital (ROIC) for the three-year performance period. At the end of the performance period, the company had the option, at its discretion, to adjust the potential number of PU's that vested upwards or downwards based upon the performance goal achieved. This is the number of common shares received based upon the performance-goal achieved at the end of the performance period. These are time-restricted employee stock options with the right to buy, granted to the reporting person on February 13, 2018, under the Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan. Subject to the reporting person's continued employment with the company or its affiliate, one third of the options shall vest on each of the first three anniversaries of the grant date. To the extent an option would expire at a time when the holder of such option is prohibited by applicable law or by the Company's insider trading policy from exercising the option (the "Closed Window Period"), then such Option shall remain exercisable until the thirtieth (30th) day following the end of the Closed Window Period. These are time-based restricted stock units (RSUs) granted to the reporting person on February 13, 2018, under Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan. The company, in its sole discretion, will settle such RSU's by electing either to (i) make an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSU's that have vested or (ii) deliver an amount of cash equal to the fair market value, determined as of the vesting date, of a number of shares equal to the number of RSU's that have vested. Subject to the reporting person's continued employment with the company or its affiliate, these RSU's shall vest and no longer be subject to forfeiture on the third anniversary date of the grant. /s/ Kristan L. Miller, on behalf of Jeffrey S. Edwards under power of attorney 2018-02-15