0001515098-18-000006.txt : 20180314 0001515098-18-000006.hdr.sgml : 20180314 20180314175142 ACCESSION NUMBER: 0001515098-18-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180312 FILED AS OF DATE: 20180314 DATE AS OF CHANGE: 20180314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stephenson Keith Dwayne CENTRAL INDEX KEY: 0001515098 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36127 FILM NUMBER: 18690480 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 4 1 wf-form4_152106427644475.xml FORM 4 X0306 4 2018-03-12 0 0001320461 Cooper-Standard Holdings Inc. CPS 0001515098 Stephenson Keith Dwayne 39550 ORCHARD HILL PLACE NOVI MI 48375 0 1 0 0 Executive VP and COO Common stock 2018-03-12 4 M 0 2756 25.52 A 74169 D Common stock 2018-03-12 4 F 0 1525 122.79 D 72644 D Common stock 2018-03-12 4 M 0 20800 56.27 A 93444 D Common stock 2018-03-12 4 F 0 14445 122.79 D 78999 D Common stock 2018-03-13 4 S 0 16000 122.61 D 62999 D Employee stock options (right to buy) 25.52 2018-03-12 4 M 0 2756 0 D 2020-05-27 Common stock 2756.0 0 D Employee stock options (right to buy) 56.27 2018-03-12 4 M 0 20800 0 D 2025-02-19 Common stock 20800.0 0 D This amount (and accordingly, each amount in this column 5) includes one share that was not previously reported due to a bookkeeping error. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $122.50 to $123.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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. These restricted stock options in respect of warrants were granted to the reporting person on May 27, 2010, under the 2010 Cooper-Standard Holdings Inc. Management Incentive Plan. Subject to the reporting person's continued employment with the company or its affiliate, one-fourth of the restricted options in respect of warrants shall vest (i) on each of the first four (4) anniversary dates of the date of grant and (ii) upon the exercise of certain outstanding warrants that have been issued in respect of the Company's common stock. The number of options that will vest under clause (ii) will be based on a formula that is tied to the percentage of warrants that are exercised. These restricted stock options were granted to the reporting person on February 19, 2015, under the 2011 Omnibus Incentive Plan, as amended and restated. 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. /s/ Joanna M. Totsky, on behalf of Keith D. Stephenson under power of attorney 2018-03-14 EX-24 2 poa.htm POWER OF ATTORNEY FOR: /S/ JOANNA M. TOTSKY, ON BEHALF OF KEITH D. STEPHENSON UNDER POWER OF ATTORNEY

POWER OF ATTORNEY

I, Keith D. Stephenson, hereby appoint Aleksandra A. Miziolek, Joanna M. Totsky and Denise Balog as alternate attorneys-in-fact, each having the full and lawful authority, individually, to execute and file in my name and on my behalf any forms, including amendments, that I am required to file pursuant to Section 16(a) of the Securities Exchange Act of 1934, and any and all amendments thereto; such forms and each such amendment to be in such form and to contain such terms and provisions as said attorneys shall deem necessary or desirable.  This Power of Attorney is effective as of the date hereof and may be revoked by me in writing at any time.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of the 13th day of March, 2018.

/s/Keith D. Stephenson
Keith D. Stephenson

STATE OF MICHIGAN	)
			) ss
COUNTY OF OAKLAND	)


On this March 13, 2018, before me, a Notary Public in and for said county, personally appeared Keith D. Stephenson to me known, who, being by me duly sworn, executed the attached Power of Attorney in my presence, acknowledging that he acted of his own free will and deed.


/s/Christine J. Shirkey
Christine J. Shirkey, Notary Public