-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RkidYWz5vcLIyQ/qGKziDiMmzBjLO2XE58Rh/TDe5YinukivbS1EonRjkk2vBZTD RoOLO6ll+OfUOOTlWwrzsw== 0001179110-10-001336.txt : 20100121 0001179110-10-001336.hdr.sgml : 20100121 20100121191100 ACCESSION NUMBER: 0001179110-10-001336 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100120 FILED AS OF DATE: 20100121 DATE AS OF CHANGE: 20100121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMAS CORP CENTRAL INDEX KEY: 0000842633 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 382687639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 39400 WOODWARD AVENUE, SUITE 130 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486315400 MAIL ADDRESS: STREET 1: 39400 WOODWARD AVENUE, SUITE 130 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEARTLAND INDUSTRIAL ASSOCIATES LLC CENTRAL INDEX KEY: 0001179822 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10716 FILM NUMBER: 10539858 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038612622 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIP INVESTMENT HOLDINGS I, LLC CENTRAL INDEX KEY: 0001481249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10716 FILM NUMBER: 10539859 BUSINESS ADDRESS: STREET 1: 177 BROAD STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-327-1202 MAIL ADDRESS: STREET 1: 177 BROAD STREET STREET 2: 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FORMER NAME: FORMER CONFORMED NAME: HIP INVESTMENT HOLDING I, LLC DATE OF NAME CHANGE: 20100115 4 1 edgar.xml FORM 4 - X0303 4 2010-01-20 0 0000842633 TRIMAS CORP TRS 0001179822 HEARTLAND INDUSTRIAL ASSOCIATES LLC 177 BROAD STREET 10TH FLOOR STAMFORD CT 06901 0 0 1 0 0001481249 HIP INVESTMENT HOLDINGS I, LLC 177 BROAD STREET 10TH FLOOR STAMFORD CT 06901 0 0 0 1 See Footnote 1 Common Stock 2010-01-20 4 J 0 2200000 D 9742230 I See Footnotes Common Stock 2010-01-20 4 J 0 2200000 A 14186057 I See Footnotes Common Stock 2010-01-20 4 J 0 2200000 D 14186057 I See Footnotes Common Stock 2010-01-20 4 J 0 2200000 A 2200000 I See Footnotes Common Stock 2243827 I See Footnotes Common Stock 842675 I See Footnotes Common Stock 176312 I See Footnotes Common Stock 32952 I See Footnotes Common Stock 15237996 I See Footnotes On January 20, 2010, TriMas Investment Fund I, L.L.C. ("TIF I") distributed 2,200,000 shares of Common Stock to Heartland Industrial Partners, L.P. ("Heartland Partners"), its Managing Member. Heartland Partners then contributed such shares to its wholly-owned subsidiary, HIP Investment Holdings I, LLC ("Holdings"). Heartland Industrial Associates, L.L.C. ("Heartland"), is the General Partner of Heartland Partners and may be deemed to be an indirect beneficial owner of these securities and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of these securities except to the extent of its pecuniary interest therein. See footnote 1 above. The price per share of Common Stock as of the close of business on January 20, 2010 was $6.97 per share. These securities are owned directly by TIF I. Heartland Partners, the Managing Member of TIF I, and Heartland, the General Partner of Heartland Partners, may each be deemed to be an indirect beneficial owner of these securities and each disclaims beneficial ownership (as defined in Rule 16a-1 (a)(2)) of these securities except to the extent of its pecuniary interest therein. 2,200,000 of these securities are owned directly by Heartland Partners. 9,742,230 of these securities are owned directly by TIF I and 2,243,827 of these securities are owned directly by Metaldyne Investment Fund I, L.L.C. ("MIF I"). Heartland Partners, as the Managing Member of TIF I and MIF I, and Heartland, the General Partner of Heartland Partners, may each be deemed to be an indirect beneficial owner of the securities held by TIF I and MIF I and each disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of such securities except to the extent of its pecuniary interest therein. 2,200,000 of these securities are owned directly by Holdings. 9,742,230 of these securities are owned directly by TIF I and 2,243,827 of these securities are owned directly by MIF I. Heartland Partners, as the Managing Member of TIF I and MIF I and the sole member of Holdings, and Heartland as the General Partner of Heartland Partners, may each be deemed to be an indirect beneficial owner of the securities held by Holdings, TIF I, and MIF I and each disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of such securities except to the extent of its pecuniary interest therein. These securities are owned directly by Holdings. Heartland Partners, as the sole member of Holdings, and Heartland, as the General Partner of Heartland Partners, may each be deemed to be an indirect beneficial owner of these securities and each disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of these securities except to the extent of its pecuniary interest therein. These securities are owned directly by MIF I. Heartland Partners, as the Managing Member of MIF I, and Heartland, as the General Partner of Heartland Partners, may each be deemed to be an indirect beneficial owner of these securities and each disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of these securities except to the extent of its pecuniary interest therein. These securities are owned directly by HIP Side-by-Side Partners, L.P. ("HIP Side-by-Side"). Heartland, as the General Partner of HIP Side-by-Side, may be deemed to be an indirect beneficial owner of these securities and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of these securities except to the extent of its pecuniary interest therein. These securities are owned directly by TriMas Investment Fund II, L.L.C. ("TIF II"). Heartland, as the Managing Member of TIF II, may be deemed to be an indirect beneficial owner of these securities and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of these securities except to the extent of its pecuniary interest therein. These securities are owned directly by Metaldyne Investment Fund II, L.L.C. ("MIF II"). Heartland, as the Managing Member of MIF II, may be deemed to be an indirect beneficial owner of these securities and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of these securities except to the extent of its pecuniary interest therein. 2,200,000 of these securities are owned directly by Holdings. 9,742,230 of these securities are owned directly by TIF I and 2,243,827 of these securities are owned directly by MIF I, 842,675 of these securities are owned directly by HIP Side-by-Side, 176,312 of these securities are owned directly by TIF II, and 32,952 of these securities are owned directly by MIF II. Heartland, as the Managing Member of TIF II and MIF II and the General Partner of HIP Side-by-Side and Heartland Partners,which is the Managing Member of TIF I and MIF I and the sole member of Holdings, may be deemed to be an indirect beneficial owner of the securities held by Holdings, TIF I, MIF I, HIP Side-by-Side, TIF II, and MIF II and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein. Heartland, Heartland Partners, Holdings, TIF I, MIF I, HIP Side-by-Side, TIF II and MIF II may be deemed to be members of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934. Signature by Daniel P. Tredwell, as Managing Member of Heartland Industrial Associates, L.L.C., which is the Managing Member of TIF II and MIF II, and the General Partner of HIP Side-by-Side and Heartland Partners, which is the Managing Member of TIF I and MIF I and the sole member of Holdings. /s/ Daniel P. Tredwell, Managing Member 2010-01-21 /s/ Daniel P. Tredwell 2010-01-21 -----END PRIVACY-ENHANCED MESSAGE-----