0000899243-20-027488.txt : 20201006 0000899243-20-027488.hdr.sgml : 20201006 20201006060740 ACCESSION NUMBER: 0000899243-20-027488 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201001 FILED AS OF DATE: 20201006 DATE AS OF CHANGE: 20201006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sesplankis Jeffrey M CENTRAL INDEX KEY: 0001719391 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38110 FILM NUMBER: 201225516 MAIL ADDRESS: STREET 1: 5825 DELPHI DRIVE CITY: TROY STATE: MI ZIP: 48098 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Delphi Technologies PLC CENTRAL INDEX KEY: 0001707092 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 981367514 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE ANGEL COURT STREET 2: 10TH FLOOR CITY: LONDON STATE: X0 ZIP: EC2R 7HJ BUSINESS PHONE: 011-44-020-305-74300 MAIL ADDRESS: STREET 1: ONE ANGEL COURT STREET 2: 10TH FLOOR CITY: LONDON STATE: X0 ZIP: EC2R 7HJ FORMER COMPANY: FORMER CONFORMED NAME: Delphi Jersey Holdings plc DATE OF NAME CHANGE: 20170518 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-10-01 1 0001707092 Delphi Technologies PLC DLPH 0001719391 Sesplankis Jeffrey M C/O DELPHI TECHNOLOGIES PLC 1 ANGEL COURT, 10TH FLOOR LONDON X0 EC2R 7HJ UNITED KINGDOM 0 1 0 0 Chief Accounting Officer Ordinary Shares 2020-10-01 4 D 0 9596 0.00 D 0 D Restricted Share Units 2020-10-01 4 D 0 13778 0.00 D Ordinary Shares 13778 0 D Restricted Share Units 2020-10-01 4 D 0 15601 0.00 D Ordinary Shares 15601 0 D Reflects the disposition of ordinary shares of the Issuer as contemplated by the Transaction Agreement, dated as of January 28, 2020, as amended (the "Transaction Agreement") between the Issuer and BorgWarner Inc. ("BorgWarner"), pursuant to which BorgWarner acquired the Issuer pursuant to a scheme of arrangement (the "Scheme") under Part 18A of the Companies (Jersey) Law 1991, as amended (the "Transaction"). In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each ordinary share was exchanged for 0.4307 of a newly issued share of BorgWarner common stock, par value $0.01 per share, and cash in lieu of any fractional share of BorgWarner common stock. Reflects the disposition of performance-based restricted share units awards as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each performance-based restricted share unit award was cancelled and converted on the same terms and conditions (other than performance-based vesting conditions) into an award of time-vesting restricted share units of BorgWarner covering a number of shares of BorgWarner common stock determined in accordance with the formula set forth in the Transaction Agreement (which were calculated based on the target number of ordinary shares of Issuer subject to such performance-based restricted share unit award). Reflects the disposition of restricted share unit awards of Issuer as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective of the Scheme, each restricted share unit award was cancelled and converted on the same terms and conditions (including applicable vesting conditions) into an award of restricted stock units of BorgWarner covering a number of shares of BorgWarner common stock determined in accordance with the formula set forth in the Transaction Agreement. /s/ Jeffrey M. Sesplankis 2020-10-05