Tower International (TOWR) Form 4 Tower International / William Cook 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^*

Cook William

(Last) (First) (Middle)

C/O TOWER INTERNATIONAL, INC.

17672 LAUREL PARK DR. NORTH, SUITE 400E

(Street)

LIVONIA MI 48152

(City) (State) (Zip)

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)
SVP, Global Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2016

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 Stock, Par Value $0.01 Per Share	03/06/2016		M		1,324.43	A	(1)	3,512.43	D
Common Stock, Par Value $0.01 Per Share	03/06/2016		F		435.43	D	$23.59	3,077	D
Common Stock, Par Value $0.01 Per Share	03/06/2016		M		650.12	A	(1)	3,727.12	D
Common Stock, Par Value $0.01 Per Share	03/06/2016		F		215.12	D	$23.59	3,512	D
Common Stock, Par Value $0.01 Per Share	03/06/2016		M		658.19	A	(1)	4,170.19	D
Common Stock, Par Value $0.01 Per Share	03/06/2016		F		216.19	D	$23.59	3,954	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)	03/04/2016		A		2,421		(2)	(2)	Common Stock, Par Value $0.01 Per Share	2,421	$0	2,421	D
Restricted Stock Units	(1)	03/06/2016		M			1,324.43	(3)	(3)	Common Stock, Par Value $0.01 Per Share	1,324.43	(1)	0	D
Restricted Stock Units	(1)	03/06/2016		M			650.12	(4)	(4)	Common Stock, Par Value $0.01 Per Share	650.12	(1)	650.12	D
Restricted Stock Units	(1)	03/06/2016		M			658.19	(5)	(5)	Common Stock, Par Value $0.01 Per Share	658.19	(1)	1,314.35	D

Explanation of Responses:

1. Each restricted stock unit (collectively, the "RSUs") 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").

2. These RSUs will vest ratably on March 6, 2017, March 6, 2018, and March 6, 2019; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Tower International, Inc. 2010 Equity Incentive Plan (the "Plan"), or if the reporting person's employment terminates due to death or disability. There is no expiration date.

3. The final one-third of the RSUs originally granted to the reporting person on March 5, 2013, including the dividend equivalent units (DEUs) accrued as additional RSUs in respect thereof, vested. The RSUs had no expiration date.

4. One-third of the RSUs originally granted to the reporting person on March 6, 2014, including a proportional amount of the DEUs accrued as additional RSUs in respect thereof, vested. The balance of the RSUs (including such proportional amount of the DEUs accrued in respect thereof), will vest on March 6, 2017; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Plan, or if the reporting person's employment terminates due to death or disability. There is no expiration date.

5. One-third of the RSUs originally granted to the reporting person on March 6, 2015, including a proportional amount of the DEUs accrued as additional RSUs in respect thereof, vested. The balance of the RSUs (including such proportional amount of the DEUs accrued in respect thereof), will vest ratably on March 6, 2017 and March 6, 2018; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Plan, or if the reporting person's employment terminates due to death or disability. There is no expiration date.

	/s/ Nanette Dudek, Attorney-in-Fact	03/08/2016
	** Signature of Reporting Person	Date
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