FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SUPERIOR INDUSTRIES INTERNATIONAL INC [ SUP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 300 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $25.88 | 12/28/2006 | D(1)(2) | 1,250 | (1)(2) | 09/24/2009 | Common Stock | 1,250 | (1)(2) | 0.00 | D | ||||
Stock Option (Right to Buy) | $26.19 | 12/28/2006 | A(1)(2) | 1,250 | (1)(2) | 09/24/2009 | Common Stock | 1,250 | (1)(2) | 1,250 | D | ||||
Stock Option (Right to Buy) | $28 | 12/28/2006 | D(1)(2) | 2,500 | (1)(2) | 09/20/2010 | Common Stock | 2,500 | (1)(2) | 0.00 | D | ||||
Stock Option (Right to Buy) | $32.25 | 12/28/2006 | A(1)(2) | 2,500 | (1)(2) | 09/20/2010 | Common Stock | 2,500 | (1)(2) | 2,500 | D | ||||
Stock Option (Right to Buy) | $29.4 | 12/28/2006 | D(1)(2) | 5,000 | (1)(2) | 09/20/2011 | Common Stock | 5,000 | (1)(2) | 0.00 | D | ||||
Stock Option (Right to Buy) | $36.87 | 12/28/2006 | A(1)(2) | 5,000 | (1)(2) | 09/20/2011 | Common Stock | 5,000 | (1)(2) | 5,000 | D | ||||
Stock Option (Right to Buy) | $36.2 | 12/28/2006 | D(1)(2) | 5,000 | (1)(2) | 10/09/2012 | Common Stock | 5,000 | (1)(2) | 0.00 | D | ||||
Stock Option (Right to Buy) | $42.75 | 12/28/2006 | A(1)(2) | 5,000 | (1)(2) | 10/09/2012 | Common Stock | 5,000 | (1)(2) | 5,000 | D | ||||
Stock Option (Right to Buy) | $42.87 | 12/28/2006 | D(1)(2) | 10,000 | (1)(2) | 12/19/2013 | Common Stock | 10,000 | (1)(2) | 0.00 | D | ||||
Stock Option (Right to Buy) | $43.22 | 12/28/2006 | A(1)(2) | 10,000 | (1)(2) | 12/19/2013 | Common Stock | 10,000 | (1)(2) | 10,000 | D | ||||
Stock Option (Right to Buy) | $17.15 | 12/28/2006 | D(1)(2) | 25,000 | (1)(2) | 08/09/2016 | Common Stock | 25,000 | (1)(2) | 0.00 | D | ||||
Stock Option (Right to Buy) | $17.56 | 12/28/2006 | A(1)(2) | 25,000 | (1)(2) | 08/09/2016 | Common Stock | 25,000 | (1)(2) | 25,000 | D |
Explanation of Responses: |
1. See the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed April 10, 2007, exhibits 10.45 and 10.46 for additional information. For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged. |
2. The reporting person has entered into an agreement, dated December 28, 2006 (the "Agreement"), with Superior Industries International, Inc. ("the Company") to have the exercise prices of certain options granted to the reporting person reset to be equal to, and in no event less than, the fair market value of a share of the Company's common stock on the applicable accounting measurement date for the grant. |
Remarks: |
By: /s/ Stephen H. Gamble as Attorney-in-Fact | 11/07/2007 | |
** 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 4 (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. |