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 Cooper-Standard Holdings Inc. [ CPS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/14/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock, par value $0.001 per share | 08/14/2015 | S | 19,300 | D | $64.0587 | 87,436 | I | See Footnotes(1)(5)(6)(7) | ||
| Common Stock, par value $0.001 per share | 08/17/2015 | S | 21,475 | D | $63.8488 | 65,961 | I | See Footnotes(1)(5)(6)(7) | ||
| Common Stock, par value $0.001 per share | 206,276 | I | See Footnotes(2)(5)(6)(7) | |||||||
| Common Stock, par value $0.001 per share | 1,558,720 | I | See Footnotes(3)(5)(6)(7) | |||||||
| Common Stock, par value $0.001 per share | 430,198 | I | See Footnotes(4)(5)(6)(7) | |||||||
| Common Stock, par value $0.001 per share | 4,408 | I | See Footnotes(5)(6)(7) | |||||||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. By Oak Hill Credit Alpha Master Fund, L.P. ("Alpha"). Oak Hill Credit Alpha Master Fund GenPar, Ltd. is the general partner of Alpha. |
| 2. By Oak Hill Credit Opportunities Master Fund, Ltd. ("OHCOF"). |
| 3. By OHA Strategic Credit Master Fund, L.P. ("SCF"). OHA Strategic Credit GenPar, LLC is the general partner of SCF. |
| 4. By OHA Strategic Credit Master Fund IB, L.P. ("SCF IB"). OHA Strategic Credit GenPar, LLC, is the general partner of SCF IB. |
| 5. Oak Hill Advisors GenPar, L.P. ("OHA Genpar") is the general partner of Oak Hill Advisors, L.P. ("OHA"). OHA receives, directly and indirectly, management fees or incentive fees with respect to certain accounts that it advises, including OHCOF, Alpha, SCF and SCF IB. None of such fees constitute an indirect pecuniary interest for purposes of Rule 16a-1. OHA also owns 4,408 shares of time-based restricted stock which are fully vested. |
| 6. Glenn R. August controls (i) the managing general partner of OHA Genpar, (ii) the managing member of the sole shareholder of Oak Hill Credit Alpha Master Fund GenPar, Ltd., the General Partner of Alpha, and (iii) OHA Strategic Credit GenPar, LLC, the general partner of SCF and SCF IB, and may be deemed to have an indirect beneficial interest in the shares owned by OHCOF, Alpha, SCF and SCF IB. Mr. August is a director of the Issuer. |
| 7. Pursuant to Rule 16a-1 under the Exchange Act of 1934, as amended (the "Act"), the reporting persons shall be deemed to be the indirect beneficial owner of the securities beneficially owned by the entities listed in footnotes 1, 2, 3, 4 and 5 only to the extent of their respective pecuniary interest. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owners of any securities owned by the entities listed in footnotes 1, 2, 3, 4 and 5, in each case except to the extent of such pecuniary interest. |
| Remarks: |
| The reporting persons may be deemed members of a group that owns more than 10% of the outstanding common stock of Cooper-Standard Holdings Inc. However, the reporting persons disclaim such group membership, and this report shall not be deemed an admission that the reporting persons are members of a group that owns more than 10% of the outstanding common stock for purposes of Section 16 or for any other purpose. |
| Oak Hill Advisors GenPar, L.P. (+) By: Oak Hill Advisors MGP, Inc., Managing General Partner By: /s/ Glenn August | 08/18/2015 | |
| Oak Hill Advisors, L.P. (+) By: Oak Hill Advisors GenPar, L.P., General Partner By: Oak Hill Advisors MGP, Inc., Managing General Partner By: /s/ Glenn August | 08/18/2015 | |
| Oak Hill Credit Opportunities Master Fund, Ltd. (+) By: /s/ Glenn August | 08/18/2015 | |
| Oak Hill Credit Alpha Master Fund, L.P. (+) By: Oak Hill Credit Alpha Master Fund GenPar, Ltd., General Partner By: /s/ Glenn August | 08/18/2015 | |
| Oak Hill Credit Alpha Master Fund GenPar, Ltd. (+) By: /s/ Glenn August | 08/18/2015 | |
| OHA Strategic Credit Master Fund, L.P. (+) By: OHA Strategic Credit GenPar, LLC, General Partner By: /s/ Glenn August | 08/18/2015 | |
| OHA Strategic Credit Master Fund IB, L.P. (+) By: OHA Strategic Credit GenPar, LLC, General Partner By: /s/ Glenn August | 08/18/2015 | |
| OHA Strategic Credit GenPar, LLC (+) By: /s/ Glenn August | 08/18/2015 | |
| /s/ Glenn R. August | 08/18/2015 | |
| ** 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. | ||
| 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. | ||