Officer Clark Patrick covered exercise/tax liability with 4,706 shares, gifted 11,743 shares, received a gift of 11,743 shares and converted options into 16,449 shares (SEC Form 4)
$CPS
Auto Parts:O.E.M.
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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) 03/01/2025 | ||||||||||||||||||||||||||
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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 | 03/01/2025 | M | 3,389 | A | (1) | 3,389 | D | |||
| Common stock | 03/01/2025 | M | 6,826 | A | (2) | 10,215 | D | |||
| Common stock | 03/01/2025 | M | 6,234 | A | (2) | 16,449 | D | |||
| Common stock | 03/01/2025 | F | 4,706 | D | $15.14 | 11,743 | D | |||
| Common stock | 03/01/2025 | G | 11,743 | D | $0 | 0 | D | |||
| Common stock | 03/01/2025 | G | 11,743 | A | $0 | 42,494 | I | By Trust(3) | ||
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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(4) | (1) | 03/01/2025 | M | 3,389 | (5) | (5) | Common stock | 3,389 | $0 | 0 | D | ||||
| Restricted Stock Units(6) | (2) | 03/01/2025 | M | 6,826 | (7) | (7) | Common stock | 6,826 | $0 | 6,826 | D | ||||
| Restricted Stock Units(8) | (2) | 03/01/2025 | M | 6,234 | (9) | (9) | Common stock | 6,234 | $0 | 12,469 | D | ||||
| Explanation of Responses: |
| 1. The company, in its sole discretion, settles 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. |
| 2. The company settles such RSUs by making 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. |
| 3. Revocable family trust for which Reporting Person is the sole trustee. |
| 4. These are time-based restricted stock units (RSUs) granted to the reporting person on February 16, 2022, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan. |
| 5. Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of March 1, 2022 |
| 6. These are time-based restricted stock units (RSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan. |
| 7. Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of March 1, 2023 |
| 8. These are time-based restricted stock units (RSUs) granted to the reporting person on February 14, 2024, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan , as amended and restated. |
| 9. Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of March 1, 2024. |
| Remarks: |
| President, Sealing Systems and Chief Manufacturing Officer |
| /s/ Denise Balog, on behalf of Patrick Clark, under Power of Attorney | 03/04/2025 | |
| ** 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. | ||