Timothy J. Heffron Form 4 MERITOR / Timothy J. Heffron 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^*

Heffron Timothy J.

(Last) (First) (Middle)

C/O MERITOR, INC.

2135 WEST MAPLE ROAD

(Street)

TROY MI 48084-7186

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MERITOR INC [ MTOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, HR & CIO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2018

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	12/01/2018		M		5,024	A	$0	36,765(1)	D
Common Stock	12/01/2018		M		45,214	A	$0	81,979(1)	D
Common Stock	12/01/2018		M		16,745	A	$0	98,724(1)	D
Common Stock	12/03/2018		S(2)		30,043	D	$16.0934(3)	68,681	D
Common Stock								11,555(4)	I	Meritor Savings Plan

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 Share Units	$0.0	12/01/2018		M			5,024	(1)	(1)	Common Stock	5,024	$0	0	D
Restricted Share Units	$0.0	12/01/2018		M			45,214	(1)	(1)	Common Stock	45,214	$0	0	D
Restricted Share Units	$0.0	12/01/2018		M			16,745	(1)	(1)	Common Stock	16,745	$0	0	D
Restricted Share Units	$0.0	12/01/2018		A		16,000		(5)	(5)	Common Stock	16,000	$0	16,000	D
Restricted Share Units	$0.0							(6)	(6)	Common Stock	9,439		9,439	D
Restricted Share Units	$0.0							(7)	(7)	Common Stock	18,324		18,324	D

Explanation of Responses:

1. Reflects vesting of Restricted Share Units ("RSUs") on December 1, 2018.

2. The sales reported in this Form 4 were effected to cover tax withholding obligations upon vesting of RSUs.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $15.66 to $17.08, inclusive. The reporting person undertakes to provide to Meritor, Inc. (the "Company"), any security holder of Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. Shares purchased periodically and held in Company common stock funds in an employee benefit trust fund established under the Meritor, Inc. Savings Plan, based on information furnished by the plan administrator as of December 1, 2018.

5. Acquisition of RSUs as equity compensation. The date of grant of the RSUs was December 1, 2018. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances.

6. The date of grant of the RSUs was December 1, 2017. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances.

7. The date of grant of the RSUs was December 1, 2016. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances.

Remarks:

	/s/ Timothy J. Heffron, By: April Miller Boise, Attorney-in-fact	12/04/2018
	** 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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