| 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 TECUMSEH PRODUCTS CO [ TECU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/21/2015 | ||||||||||||||||||||||||||
| 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 Shares | 09/21/2015 | U | 21,543 | D | $5 | 0 | D | |||
| 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 | ||||||||
| Restricted Stock Units(1) | (1) | 09/21/2015(1) | D | 10,736 | (1) | (1) | Common Shares | 10,736 | $5 | 0 | D | ||||
| Deferred Stock Units(2) | (2) | 09/21/2015(2) | D | 4,627.0115 | (2) | (2) | Common Shares | 4,627.0115 | $5 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represented a contingent right to receive one of our common shares. The restricted stock units vest on April 27, 2016, immediately before the 2016 annual meeting of shareholders if held on that date and if the outside director is serving on that date. The restricted stock units were to be settled 75% in common shares and 25% in cash within 14 days after the vesting date. In connection with the Compnay's merger, restricted stock units were cancelled in exchange for payment of the merger consideration in cash. |
| 2. Deferred stock units are the economic equivalent one common share (one share of Class A common stock before the Company's 2014 recapitalization). Each deferred stock unit is fully vested when made, except that a director will forfeit his or her Account if the director's service on the Board is terminated, voluntarily or involuntarily, for any "Reason" as defined in the Company's Outside Directors' Deferred Stock Unit Plan (generally breach of policies, failure to perform duties, conviction of various crimes, embezzlement or materially injuring the Company). The deferred stock units were originally to be paid out of the Director's Account in cash within 30 days after the earlier of a Company change in Control (as defined in the plan) or the date he or she ceases to be a non-employee director for any reason. In connection with the Company's merger, deferred stock units were cancelled in exchange for payment of the merger consideration in cash. |
| Remarks: |
| Gary L. Cowger by Janice Stipp, Attorney in Fact | 09/22/2015 | |
| ** 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. | ||
