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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Tower International, Inc. [ TOWR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/07/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 Stock Units | (1) | 06/07/2019 | A | 24.2 | (1) | (1) | Common Stock, Par Value $0.01 Per Share | 24.2 | $0 | 3,922.6(2) | D | ||||
| Restricted Stock Units | (3) | 06/07/2019 | A | 25.18 | (3) | (3) | Common Stock, Par Value $0.01 Per Share | 25.18 | $0 | 4,081.7(2) | D | ||||
| Restricted Stock Units | (4) | 06/07/2019 | A | 28.1 | (4) | (4) | Common Stock, Par Value $0.01 Per Share | 28.1 | $0 | 4,553.75(2) | D | ||||
| Restricted Stock Units | (5) | 06/07/2019 | A | 22.77 | (5) | (5) | Common Stock, Par Value $0.01 Per Share | 22.77 | $0 | 3,691.27(2) | D | ||||
| Restricted Stock Units | (5) | 06/07/2019 | A | 17.78 | (5) | (5) | Common Stock, Par Value $0.01 Per Share | 17.78 | $0 | 2,881.4(2) | D | ||||
| Restricted Stock Units | (6) | 06/07/2019 | A | 44.49 | (6) | (6) | Common Stock, Par Value $0.01 Per Share | 44.49 | $0 | 7,210.25(2) | D | ||||
| Restricted Stock Units | (7) | 06/07/2019 | A | 47.81 | (7) | (7) | Common Stock, Par Value $0.01 Per Share | 47.81 | $0 | 7,748.81(8) | D | ||||
| Explanation of Responses: |
| 1. These restricted stock units ("RSUs") result from dividend equivalent units accrued as additional RSUs on 2014 RSU award. Each RSU represents a contingent right to receive one share of the common stock, par value $0.01 per share (the "Common Stock"), of Tower International, Inc. (the "Company"). RSUs resulting from dividend equivalents vest and settle, at the same time and on the same terms and conditions, with the underlying RSUs to which they relate. There is no expiration date. |
| 2. Represents total vested RSUs associated with original award that have not yet settled, including vested but unsettled RSUs accrued in respect of dividend equivalent units. |
| 3. These RSUs result from dividend equivalent units accrued as additional RSUs on 2015 RSU award. Each RSU represents a contingent right to receive one share of the Company's Common Stock. RSUs resulting from dividend equivalents vest and settle, at the same time and on the same terms and conditions, with the underlying RSUs to which they relate. There is no expiration date. |
| 4. These RSUs result from dividend equivalent units accrued as additional RSUs on 2016 RSU award. Each RSU represents a contingent right to receive one share of the Company's Common Stock. RSUs resulting from dividend equivalents vest and settle, at the same time and on the same terms and conditions, with the underlying RSUs to which they relate. There is no expiration date. |
| 5. These RSUs result from dividend equivalent units accrued as additional RSUs on 2017 RSU award. Each RSU represents a contingent right to receive one share of the Company's Common Stock. RSUs resulting from dividend equivalents vest and settle, at the same time and on the same terms and conditions, with the underlying RSUs to which they relate. There is no expiration date. |
| 6. These RSUs result from dividend equivalent units accrued as additional RSUs on 2018 RSU award. Each RSU represents a contingent right to receive one share of the Company's Common Stock. RSUs resulting from dividend equivalents vest and settle, at the same time and on the same terms and conditions, with the underlying RSUs to which they relate. There is no expiration date. |
| 7. These RSUs result from dividend equivalent units accrued as additional RSUs on 2019 RSU award. Each RSU represents a contingent right to receive one share of the Company's Common Stock. RSUs resulting from dividend equivalents vest and settle, at the same time and on the same terms and conditions, with the underlying RSUs to which they relate. There is no expiration date. |
| 8. Represents total unvested RSUs associated with original award, including unvested RSUs accrued in respect of dividend equivalent units. |
| /s/ Nanette Dudek, Attorney-in-Fact | 06/11/2019 | |
| ** 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. | ||