0000903423-17-000403.txt : 20170531 0000903423-17-000403.hdr.sgml : 20170531 20170531171052 ACCESSION NUMBER: 0000903423-17-000403 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170522 FILED AS OF DATE: 20170531 DATE AS OF CHANGE: 20170531 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR INDUSTRIES INTERNATIONAL INC CENTRAL INDEX KEY: 0000095552 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 952594729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 BUSINESS ADDRESS: STREET 1: 26600 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48033 BUSINESS PHONE: 248-352-7300 MAIL ADDRESS: STREET 1: 26600 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48033 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06615 FILM NUMBER: 17881948 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06615 FILM NUMBER: 17881949 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06615 FILM NUMBER: 17881950 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 tpggroupsuperior.xml OWNERSHIP DOCUMENT X0206 3 2017-05-22 0 0000095552 SUPERIOR INDUSTRIES INTERNATIONAL INC SUP 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Series A Perpetual Convertible Preferred Stock Common Stock 4978410.62 I See Explanation of Responses Series B Perpetual Convertible Preferred Stock Series A Perpetual Convertible Preferred Stock 9798 I See Explanation of Responses David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Growth GenPar III Advisors, LLC, which is the general partner of TPG Growth GenPar III, L.P., which is the general partner of TPG Growth III Sidewall, L.P. ("TPG Growth Sidewall"). TPG Growth Sidewall directly holds 140,202 shares of Series A Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Shares"), of Superior Industries International, Inc. (the "Issuer") and 9,798 shares of Series B Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Shares" and, together with the Series A Preferred, the "Preferred Shares"), of the Issuer. Pursuant to the Certificate of Designations, Preferences and Rights of the Preferred Shares (the "Certificate of Designations"), each Series A Preferred Share is convertible at any time into a number of shares of Common Stock of the Issuer ("Common Stock") determined by dividing (i) the sum of the Stated Value (as defined below) and any accrued and unpaid dividends by (ii) $28.162 (the "Conversion Price"). The Stated Value (the "Stated Value") of each Series A Preferred Share is equal to $1,000 plus (i) any dividends paid in the form of an increase in the Stated Value and (ii) all accumulated and unpaid dividends. The Conversion Price is subject to adjustment upon the occurrence of certain corporate events. Pursuant to the Certificate of Designations, each Series B Preferred Share is convertible, subject to the Conversion Cap (as defined below), at any time into a Series A Preferred Share and will automatically convert into a Series A Preferred Share upon receipt of Stockholder Approval (as defined below). The Preferred Shares may not be converted into more than 19.99% of the total number of shares of Common Stock outstanding immediately prior to May 22, 2017 (the "Conversion Cap") until the Issuer receives the stockholder approval ("Stockholder Approval") required under Rule 312.03 of the New York Stock Exchange Listed Company Manual for the removal of the Conversion Cap. Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Growth Sidewall. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (8) 2017-05-31 /s/ Clive Bode on behalf of David Bonderman (8)(9) 2017-05-31 /s/ Clive Bode on behalf of James G. Coulter (8)(9) 2017-05-31