TRW Automotive (TRW) SC 13G/A TRW Automotive Holdings Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 5)*

TRW Automotive Holdings Corp.

(NAME OF ISSUER)

Common Stock, par value $0.01 per share

(TITLE OF CLASS OF SECURITIES)

87264S 10 6

(CUSIP NUMBER)

December 31, 2013

(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13G

CUSIP NO. 87264S 10 6			Page 2 of 15
1.	Name of Reporting Person: Automotive Investors L.L.C.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH		5.	Sole Voting Power:     0
		6.	Shared Voting Power:     0
		7.	Sole Dispositive Power:     0
		8.	Shared Dispositive Power:
9.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.	Percent of Class Represented by Amount in Row (9):     0%
12.	Type of Reporting Person (See Instructions):     OO

13G

CUSIP NO. 87264S 10 6			Page 3 of 15
1.	Name of Reporting Person: Blackstone Capital Partners IV L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH		5.	Sole Voting Power:     0
		6.	Shared Voting Power:     0
		7.	Sole Dispositive Power:     0
		8.	Shared Dispositive Power:     0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.	Percent of Class Represented by Amount in Row (9):     0%
12.	Type of Reporting Person (See Instructions):     PN

13G

CUSIP NO. 87264S 10 6			Page 4 of 15
1.	Name of Reporting Person: Blackstone Management Associates IV L.L.C.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH		5.	Sole Voting Power:     0
		6.	Shared Voting Power:     0
		7.	Sole Dispositive Power:     0
		8.	Shared Dispositive Power:     0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.	Percent of Class Represented by Amount in Row (9):     0%
12.	Type of Reporting Person (See Instructions):     OO

13G

CUSIP NO. 87264S 10 6			Page 5 of 15
1.	Name of Reporting Person: Blackstone Holdings III L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization:     Quebec, Canada
NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH		5.	Sole Voting Power:     0
		6.	Shared Voting Power:     0
		7.	Sole Dispositive Power:     0
		8.	Shared Dispositive Power:     0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.	Percent of Class Represented by Amount in Row (9):     0%
12.	Type of Reporting Person (See Instructions):     PN

13G

CUSIP NO. 87264S 10 6			Page 6 of 15
1.	Name of Reporting Person: Blackstone Holdings III GP L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH		5.	Sole Voting Power:     0
		6.	Shared Voting Power:     0
		7.	Sole Dispositive Power:     0
		8.	Shared Dispositive Power:     0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.	Percent of Class Represented by Amount in Row (9):     0%
12.	Type of Reporting Person (See Instructions):     PN

13G

CUSIP NO. 87264S 10 6			Page 7 of 15
1.	Name of Reporting Person: Blackstone Holdings III GP Management L.L.C.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH		5.	Sole Voting Power:     0
		6.	Shared Voting Power:     0
		7.	Sole Dispositive Power:     0
		8.	Shared Dispositive Power:     0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.	Percent of Class Represented by Amount in Row (9):     0%
12.	Type of Reporting Person (See Instructions):     OO

13G

CUSIP NO. 87264S 10 6			Page 8 of 15
1.	Name of Reporting Person: The Blackstone Group L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH		5.	Sole Voting Power:     0
		6.	Shared Voting Power:     0
		7.	Sole Dispositive Power:     0
		8.	Shared Dispositive Power:     0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.	Percent of Class Represented by Amount in Row (9):     0%
12.	Type of Reporting Person (See Instructions):     PN

13G

CUSIP NO. 87264S 10 6			Page 9 of 15
1.	Name of Reporting Person: Blackstone Group Management L.L.C.
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization:     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH		5.	Sole Voting Power:     0
		6.	Shared Voting Power:     0
		7.	Sole Dispositive Power:     0
		8.	Shared Dispositive Power:     0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.	Percent of Class Represented by Amount in Row (9):     0%
12.	Type of Reporting Person (See Instructions):     OO

13G

CUSIP NO. 87264S 10 6			Page 10 of 15
1.	Name of Reporting Person: Stephen A. Schwarzman
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization:     United States
NUMBER OF SHARES BENEFICIALLY OWNED EACH REPORTING PERSON WITH		5.	Sole Voting Power:     0
		6.	Shared Voting Power:     0
		7.	Sole Dispositive Power:     0
		8.	Shared Dispositive Power:     0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     ¨
11.	Percent of Class Represented by Amount in Row (9):     0%
12.	Type of Reporting Person (See Instructions):     IN

Page 11 of 15

ITEM 1	(a).	NAME OF ISSUER:
		TRW Automotive Holdings Corp. (the “Issuer”)
ITEM 1	(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
		12001 Tech Center Drive Livonia, Michigan 48150
ITEM 2	(a).	NAME OF PERSON FILING:
		Automotive Investors L.L.C. Blackstone Capital Partners IV L.P. Blackstone Management Associates IV L.L.C. Blackstone Holdings III L.P. Blackstone Holdings III GP L.P. Blackstone Holdings III GP Management L.L.C. The Blackstone Group L.P. Blackstone Group Management L.L.C. Stephen A. Schwarzman
ITEM 2	(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
		c/o The Blackstone Group L.P. 345 Park Avenue New York, New York 10154
ITEM 2	(c).	CITIZENSHIP:
		Automotive Investors L.L.C. – Delaware Blackstone Capital Partners IV L.P. – Delaware Blackstone Management Associates IV L.L.C. – Delaware Blackstone Holdings III L.P. – Quebec, Canada Blackstone Holdings III GP L.P. – Delaware

Page 12 of 15

		Blackstone Holdings III GP Management L.L.C. – Delaware The Blackstone Group L.P. – Delaware Blackstone Group Management L.L.C. – Delaware Stephen A. Schwarzman – United States
ITEM 2	(d).	TITLE OF CLASS OF SECURITIES:
		TRW Automotive Holdings Corp., Common Stock, par value $0.01 per share.
ITEM 2	(e).	CUSIP NUMBER:
		87264S 10 6
ITEM 3.		IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
		(a)  ¨	Broker or dealer registered under Section 15 of the Exchange Act.
		(b)  ¨	Bank as defined in section 3(a)(6) of the Exchange Act.
		(c)  ¨	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
		(d)  ¨	Investment company registered under Section 8 of the Investment Company Act.
		(e)  ¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
		(f)  ¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
		(g)  ¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
		(h)  ¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
		(i)  ¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
		(j)  ¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4.		OWNERSHIP.
		(a) Amount beneficially owned:
		As of the date hereof none of the Reporting Persons own shares of Common Stock.

Page 13 of 15

	(b)	Percent of class:
		See item 11 of each cover page, which is based on Item 5 of each cover page.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or direct the vote: See Item 5 of each cover page.
		(ii)	Shared power to vote or to direct the vote: See Item 6 of each cover page.
		(iii)	Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.
		(iv)	Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.
ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x As of the date hereof, none of the Reporting Persons own shares of Common Stock.
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	Not Applicable.
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	Not applicable.
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not applicable.
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.
ITEM 10.	CERTIFICATIONS.
	Not applicable.

Page 14 of 15

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2014

AUTOMOTIVE INVESTORS L.L.C.
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Authorized Person
BLACKSTONE CAPITAL PARTNERS IV L.P.
By:	Blackstone Management Associates IV L.L.C.
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Authorized Person
BLACKSTONE MANAGEMENT ASSOCIATES IV L.L.C.
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Authorized Person
BLACKSONE HOLDINGS III L.P.
By:	/s/ John G. Finley
	Name: John G. Finley
	Title: Authorized Person

Page 15 of 15

BLACKSONE HOLDINGS III GP L.P.
By:	/s/ John G. Finley
Name: John G. Finley
Title: Authorized Person
BLACKSONE HOLDINGS III GP MANAGEMENT L.L.C.
By:	/s/ John G. Finley
Name: John G. Finley
Title: Authorized Person
THE BLACKSTONE GROUP L.P.
By:	/s/ John G. Finley
Name: John G. Finley
Title: Authorized Person
BLACKSTONE GROUP MANAGEMENT L.L.C.
By:	/s/ John G. Finley
Name: John G. Finley
Title: Authorized Person
/s/ Stephen A. Schwarzman
STEPHEN A. SCHWARZMAN