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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Purchase) | $ 13 | 05/02/2014 | M | 6,364 | (2) | 10/14/2020 | Common Stock | 6,364 | $ 0 | 0 | I | By James S. Bernard Living Trust Dated 11/10/2010 | |||
Stock Option (Right to Purchase) | $ 11.71 | 05/02/2014 | M | 11,608 | (3) | 03/06/2022 | Common Stock | 11,608 | $ 0 | 11,606 (4) | I | By James S. Bernard Living Trust Dated 11/10/2010 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bernard James TOWER INTERNATIONAL, INC. 17672 LAUREL PARK DR. NORTH, SUITE 400E LIVONIA, MI 48152 |
President, Americas |
/s/ Nanette Dudek, Attorney-in-Fact | 05/06/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.50 to $28.60, inclusive. The reporting person undertakes to provide to Tower International, Inc. (the "Company"), any security holder of the 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 in this footnote. |
(2) | 6,364 stock options were granted to the reporting person on October 14, 2010, of which all were vested prior to the transaction date. |
(3) | 34,822 stock options were granted to the reporting person on March 6, 2012, of which 23,216 (inclusive of previously reported exercises) were vested prior to the transaction date. |
(4) | The remaining 11,606 stock options will vest on March 6, 2015; provided however, that such stock options will also vest in full upon the occurrence of a "change in control" of the Company, as defined in the Company's 2010 Equity Incentive Plan. |