Tower International (TOWR) Form 4 Tower International / JAMES C GOUIN 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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X

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^*

GOUIN JAMES C

(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)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2019

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	09/30/2019		U		144,237	D	(1)	0	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
Stock Options (Right to Purchase)	$13	09/30/2019		D			9,396	(2)	(2)	Common Stock, Par Value $0.01 Per Share	9,396	(2)	0	D
Stock Options (Right to Purchase)	$11.71	09/30/2019		D			27,422	(2)	(2)	Common Stock, Par Value $0.01 Per Share	27,422	(2)	0	D
Restricted Stock Units	(3)	09/30/2019		D			7,382.57	(4)	(4)	Common Stock, Par Value $0.01 Per Share	7,382.57	(4)	0	D
Restricted Stock Units	(3)	09/30/2019		D			38,971.97	(4)	(4)	Common Stock, Par Value $0.01 Per Share	38,971.97	(4)	0	D
Restricted Stock Units	(3)	09/30/2019		D			59,609.79	(4)	(4)	Common Stock, Par Value $0.01 Per Share	59,609.79	(4)	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, by and among Tower International, Inc., a Delaware corporation (the "Company"), Autokiniton US Holdings, Inc., a Delaware corporation ("Parent"), and Tiger Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Company, with the Company continuing as a direct wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement and the terms of the Offer to Purchase, dated August 15, 2019, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was converted into the right to receive $31.00 in cash, net of applicable tax withholding, without interest.

2. Pursuant to the Merger Agreement, each option award in respect to Shares outstanding immediately prior to the consummation of the Offer (each, an "Option"), whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, net of applicable tax withholdings, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option, net of applicable tax withholding, multiplied by (ii) the excess of (x) $31.00 over (y) the exercise price payable in respect of each Share issuable under such Option.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one Share.

4. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $31.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was cancelled and converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $31.00 for each Share underlying the RSU, net of applicable tax withholdings.

	/s/ Nanette Dudek, Attorney-in-Fact	09/30/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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