| 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)
| 2. Issuer Name and Ticker or Trading Symbol MERITOR, INC. [ MTOR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/03/2022 | ||||||||||||||||||||||||||
| 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 | 08/03/2022 | D | 79,872 | D | (1) | 0 | D | |||
| Common Stock | 08/03/2022 | D | 5,723 | D | (1) | 0 | I | Meritor Savings Plan | ||
| 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 | ||||||||
| Restricted Share Units | $0.0 | 08/03/2022 | D | 76,647 | (1) | (1) | Common Stock | 76,647 | (1) | 0 | D | ||||
| Restricted Share Units | $0.0 | 08/03/2022 | D | 50,522 | (1) | (1) | Common Stock | 50,522 | (1) | 0 | D | ||||
| Restricted Share Units | $0.0 | 08/03/2022 | D | 21,720 | (1) | (1) | Common Stock | 21,720 | (1) | 0 | D | ||||
| Restricted Share Units | $0.0 | 08/03/2022 | D | 6,472 | (1) | (1) | Common Stock | 6,472 | (1) | 0 | D | ||||
| Restricted Share Units | $0.0 | 08/03/2022 | D | 17,426 | (1) | (1) | Common Stock | 17,426 | (1) | 0 | D | ||||
| Common Stock Share Equivalents | $0.0 | 08/03/2022 | D | 8,560 | (1) | (1) | Common Stock | 8,560 | (1) | 0 | I | Meritor Supplemental Savings Plan | |||
| Explanation of Responses: |
| 1. Pursuant to that certain Agreement and Plan of Merger, dated as of February 21, 2022 (the "Merger Agreement"), by and among Meritor, Inc., an Indiana corporation (the "Company"), Cummins Inc., an Indiana corporation ("Cummins"), and Rose NewCo Inc., an Indiana corporation and wholly owned subsidiary of Cummins ("Merger Sub"), Merger Sub was merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation and a subsidiary of Cummins. As a result of the Merger, each share of Company Common Stock and each restricted share unit was automatically converted into the right to receive an amount in cash equal to $36.50, subject to the vesting and other terms and conditions as provided in the Merger Agreement. |
| Remarks: |
| /s/ Chris Villavarayan, By: Carl D. Anderson, II, Attorney-in-fact | 08/05/2022 | |
| ** 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. | ||
