Gary L Cowger Form 4 TECUMSEH PRODUCTS / GARY L COWGER ownership change

SEC Form 4

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^*

COWGER GARY L

(Last) (First) (Middle)

5725 DELPHI DRIVE

(Street)

TROY MI 48098

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TECUMSEH PRODUCTS CO [ TECU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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 Shares	04/29/2015		M		28,724.32	A	(2)	28,724.32	D
Common Shares	04/29/2015		D		7,181.32	D	$3.32	21,543	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Stock Units(1)	(1)	04/29/2015		A		10,736		(1)	(1)	Common Shares	10,736	$0.00	10,736	D
Restricited Stock Units(2)	(2)	04/29/2015		M			28,724.32	04/29/2015(2)	04/29/2015(2)	Common Shares	28,724.32	$0.00	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one of our common shares. The restricted stock units vest on April 27, 2016, immediately before the 2016 annual meeting of shareholders if held on that date and if the outside director is serving on that date. The restricted stock units are to be settled 75% in common shares and 25% in cash within 14 days after the vesting date.

2. Each restricted stock unit represented a contingent right to receive one of our common shares. The restricted stock units vested on April 29, 2015, immediately before the 2015 annual meeting of shareholders, and are to be settled 75% in common shares and 25% in cash within 14 days after the vesting date.

Remarks:

	Gary L. Cowger by Janice Stipp, Attorney in Fact	05/01/2015
	** 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.
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