Susan P. Kampe Form 3 Cooper-Standard / Susan P. Kampe ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kampe Susan P.

(Last) (First) (Middle)

39550 ORCHARD HILL PLACE

(Street)

NOVI MI 48375

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2018

3. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc. [ CPS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	02/18/2019(2)	02/18/2019	Common stock	500	(3)	D
Restricted Stock Units(4)	11/02/2019(2)	11/02/2019	Common stock	750	(3)	D
Restricted Stock Units(5)	02/13/2020(2)	02/13/2020	Common stock	394	(3)	D
Restricted Stock Units(6)	02/13/2021(2)	02/13/2021	Common stock	335	(3)	D
Employee stock options (right to buy)(7)	(8)	02/18/2026	Common stock	2,700	68.5	D
Employee stock options (right to buy)(9)	(8)	02/13/2027	Common stock	1,897	107.48	D
Employee stock options (right to buy)(10)	(8)	02/13/2028(11)	Common stock	1,581	112.71	D

Explanation of Responses:

1. These are time-based restricted stock units (RSUs) granted to the reporting person on February 18, 2016, under Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.

2. Subject to the reporting person's continued employment with the company or its affiliate, these RSU's shall vest and no longer be subject to forfeiture on the third anniversary date of the grant.

3. The company, in its sole discretion, will settle such RSU's by electing either to (i) make an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSU's that have vested or (ii) deliver an amount of cash equal to the fair market value, determined as of the vesting date, of a number of shares equal to the number of RSU's that have vested.

4. These are time-based restricted stock units (RSUs) granted to the reporting person on November 2, 2016, under Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.

5. These are time-based restricted stock units (RSUs) granted to the reporting person on February 13, 2017, under Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.

6. These are time-based restricted stock units (RSUs) granted to the reporting person on February 13, 2018, under Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan.

7. These are time-restricted employee stock options with the right to buy, granted to the reporting person on February 18, 2016, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.

8. Subject to the reporting person's continued employment with the company or its affiliate, one third of the options shall vest on each of the first three anniversaries of the grant date.

9. These are time-restricted employee stock options with the right to buy, granted to the reporting person on February 13, 2017, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, as amended and restated.

10. These are time-restricted employee stock options with the right to buy, granted to the reporting person on February 13, 2018, under the Cooper-Standard Holdings Inc. 2017 Omnibus Incentive Plan.

11. To the extent an option would expire at a time when the holder of such option is prohibited by applicable law or by the Company's insider trading policy from exercising the option(the "Closed Window Period"), then such Option shall remain exercisable until the thirtieth (30th) day following the end of the Closed Window Period

Remarks:

Senior Vice President, Chief Information Officer

	/s/ Denise Balog, on behalf of Susan P. Kampe under Power of Attorney	03/08/2018
	** 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 5 (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).
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