Statement of Changes in Beneficial Ownership (4)
01 October 2019 - 1:41AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
GOUIN JAMES C |
2. Issuer Name and Ticker or Trading Symbol
Tower International, Inc.
[
TOWR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and President
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(Last)
(First)
(Middle)
C/O TOWER INTERNATIONAL, INC., 17672 LAUREL PARK DR. NORTH, SUITE 400E |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2019
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(Street)
LIVONIA, MI 48152
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, Par Value $0.01 Per Share
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9/30/2019
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U
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144237
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Purchase)
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$13.00
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9/30/2019
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D
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9396
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(2)
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(2)
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Common Stock, Par Value $0.01 Per Share
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9396
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(2)
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0
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D
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Stock Options (Right to Purchase)
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$11.71
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9/30/2019
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D
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27422
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(2)
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(2)
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Common Stock, Par Value $0.01 Per Share
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27422
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(2)
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0
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D
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Restricted Stock Units
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(3)
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9/30/2019
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D
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7382.57
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(4)
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(4)
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Common Stock, Par Value $0.01 Per Share
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7382.57
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(4)
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0
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D
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Restricted Stock Units
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(3)
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9/30/2019
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D
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38971.97
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(4)
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(4)
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Common Stock, Par Value $0.01 Per Share
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38971.97
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(4)
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0
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D
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Restricted Stock Units
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(3)
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9/30/2019
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D
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59609.79
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(4)
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(4)
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Common Stock, Par Value $0.01 Per Share
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59609.79
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(4)
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0
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D
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Explanation of Responses:
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(1)
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Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, by and among Tower International, Inc., a Delaware corporation (the "Company"), Autokiniton US Holdings, Inc., a Delaware corporation ("Parent"), and Tiger Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Company, with the Company continuing as a direct wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement and the terms of the Offer to Purchase, dated August 15, 2019, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was converted into the right to receive $31.00 in cash, net of applicable tax withholding, without interest.
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(2)
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Pursuant to the Merger Agreement, each option award in respect to Shares outstanding immediately prior to the consummation of the Offer (each, an "Option"), whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, net of applicable tax withholdings, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option, net of applicable tax withholding, multiplied by (ii) the excess of (x) $31.00 over (y) the exercise price payable in respect of each Share issuable under such Option.
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(3)
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Each restricted stock unit ("RSU") represents a contingent right to receive one Share.
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(4)
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Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $31.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was cancelled and converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $31.00 for each Share underlying the RSU, net of applicable tax withholdings.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GOUIN JAMES C C/O TOWER INTERNATIONAL, INC. 17672 LAUREL PARK DR. NORTH, SUITE 400E LIVONIA, MI 48152
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CEO and President
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Signatures
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/s/ Nanette Dudek, Attorney-in-Fact
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9/30/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 control number.
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