Note 6 — Series C Convertible Preferred Stock

In March 2011, the Company issued 7,000 shares of our Series C Convertible Preferred Stock (each a “Preferred Share” and, collectively, the “Preferred Shares”) having an initial stated value of $10,000 per Preferred Share, subject to adjustment. We received approximately $64,013 in net proceeds from the sale, after deducting placement agent fees and other offering expenses which totaled $5,987. We used the net proceeds from this offering to fund, in part, the W.E.T. acquisition.

Holders of the Series C Convertible Preferred Stock were entitled to receive, out of funds legally available there from, dividends payable in cash (if permitted under the US Bank of America credit facility), our Common Stock (if certain equity conditions were satisfied or waived as of the applicable date), or any combination thereof, at the election of the Company, at the rate of 8% per annum of the stated value, payable quarterly in arrears on September 1, December 1, March 1 and June 1 of each year, commencing September 1, 2011. Dividends on our Series C Convertible Preferred Stock were cumulative from the date of initial issuance.

The Series C Convertible Preferred Stock was to be redeemed in nine equal quarterly installments that began on September 1, 2011 and ended September 1, 2013 (each, an “Amortization Date”) by paying cash, issuing shares of our Common Stock or any combination thereof for $10,000 per Preferred Share plus accumulated and unpaid dividends.

Holders of the Series C Convertible Preferred Stock could have converted their shares at any time into shares of common stock at a conversion price of $15.83, including the conversion of accrued but unpaid dividends per Preferred Share then remaining into shares of common stock, and in addition would be entitled to a make-whole amount that would apply in a conversion (reflecting dividends that would have been payable through maturity if the Series C Convertible Preferred Stock had remained outstanding); provided, however, that under certain conditions where our US Bank of America credit facility prohibits payment of the make-whole amount, we would only be obligated to pay such make-whole amount at the time such amount, or portion thereof, would have been due to be paid as a dividend as if the Series C Convertible Preferred Stock at issue had not been converted.

During 2013, holders of the Series C Convertible Preferred Stock elected to convert their shares into shares of common stock at the conversion price of $15.83 per share. The Company issued approximately 954,000 shares of common stock related to the conversion of Series C Convertible Preferred Stock.

The following table discloses the total Series C Convertible Preferred Stock installments paid in cash during the twelve month period ended December 31, 2013. No portions of the installments were paid in shares of Gentherm’s common stock.

	Installment Payment
Dividend	$	696
Principal		8,446
Total	$	9,142

Total Series C Convertible Preferred Stock installments made during the twelve month period ended December 31, 2012 is as follows:

	Installment Payment		Cash		Stock ($)		Stock (shares)
Dividend	$	3,431	$	2,400	$	1,031		80,169
Principal		31,120		23,340		7,780		600,309
Total	$	34,551	$	25,740	$	8,811		680,478