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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

GOUIN JAMES C
2. Issuer Name and Ticker or Trading Symbol

Tower International, Inc. [ TOWR ]
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
(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
(Street)

LIVONIA, MI 48152
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, Par Value $0.01 Per Share  9/30/2019    U    144237  D  (1) 0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Options (Right to Purchase)  $13.00  9/30/2019    D        9396    (2)  (2) Common Stock, Par Value $0.01 Per Share  9396   (2) 0  D   
Stock Options (Right to Purchase)  $11.71  9/30/2019    D        27422    (2)  (2) Common Stock, Par Value $0.01 Per Share  27422   (2) 0  D   
Restricted Stock Units   (3) 9/30/2019    D        7382.57    (4)  (4) Common Stock, Par Value $0.01 Per Share  7382.57   (4) 0  D   
Restricted Stock Units   (3) 9/30/2019    D        38971.97    (4)  (4) Common Stock, Par Value $0.01 Per Share  38971.97   (4) 0  D   
Restricted Stock Units   (3) 9/30/2019    D        59609.79    (4)  (4) Common Stock, Par Value $0.01 Per Share  59609.79   (4) 0  D   

Explanation of Responses:
(1)  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.
(2)  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.
(3)  Each restricted stock unit ("RSU") represents a contingent right to receive one Share.
(4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOUIN JAMES C
C/O TOWER INTERNATIONAL, INC.
17672 LAUREL PARK DR. NORTH, SUITE 400E
LIVONIA, MI 48152


CEO and President

Signatures
/s/ Nanette Dudek, Attorney-in-Fact 9/30/2019
**Signature of Reporting Person Date


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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).
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