SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Couch Christopher

(Last)

(First)

(Middle)

39550 ORCHARD HILL PLACE

(Street)

NOVI

48375

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

3. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc. [ CPS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Innovation

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock options (right to buy)⁽¹⁾	⁽²⁾	07/11/2026	Common stock	2,700	$81.45	D
Employee stock options (right to buy)⁽³⁾	⁽²⁾	02/13/2027	Common stock	1,897	$107.48	D
Employee stock options (right to buy)⁽⁴⁾	⁽²⁾	02/13/2028	Common stock	1,581	$112.71	D
Restricted Stock Units⁽⁵⁾	07/11/2019⁽⁶⁾	07/11/2019⁽⁶⁾	Common stock	500	⁽⁷⁾	D
Restricted Stock Units⁽⁸⁾	02/13/2020⁽⁶⁾	02/13/2020⁽⁶⁾	Common stock	394	⁽⁷⁾	D
Restricted Stock Units⁽⁹⁾	02/13/2021⁽⁶⁾	02/13/2021⁽⁶⁾	Common stock	335	⁽⁷⁾	D

Explanation of Responses:

1. These are time-restricted employee stock options (right to buy) granted to the reporting person on July 11, 2016, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.

2. 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.

3. These are time-restricted employee stock options (right to buy) granted to the reporting person on February 13, 2017, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.

4. These are time-restricted employee stock options (right to buy) granted to the reporting person on February 13, 2018, under the Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan.

5. These are restricted stock units (RSU's) granted to the reporting person on July 11, 2016, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.

6. 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.

7. The company, in its sole discretion, settles 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.

8. These are restricted stock units (RSU's) granted to the reporting person on February 13, 2017, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated

9. These are restricted stock units (RSU's) granted to the reporting person on February 13, 2018, under the Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan.

Remarks:

	/s/ Denise Balog, on behalf of Christopher Couch under Power of Attorney	01/02/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.