SEC FORM 4

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^*

Pallagi Shawn

(Last)

(First)

(Middle)

C/O REMY INTERNATIONAL, INC.

600 CORPORATION DRIVE

(Street)

PENDLETON

46064

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REMY INTERNATIONAL, INC. [ REMY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2014		D⁽¹⁾		33,499	D	⁽²⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right To Purchase)	$18.5	12/31/2014		D⁽¹⁾			15,821	⁽³⁾	02/21/2020	Common Stock	15,821	⁽⁴⁾	0	D
Stock Option (right To Purchase)	$21.98	12/31/2014		D⁽¹⁾			16,980	⁽⁵⁾	02/18/2021	Common Stock	16,980	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposition made in connection with the conversion of securities in the merger of Old Remy Merger Sub, Inc. ("Old Remy Merger Sub") with and into Remy International, Inc. ("Old Remy") (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of September 7, 2014 (the "Merger Agreement"), by and among Fidelity National Financial, Inc., New Remy Corp., New Remy Holdco Corp. ("New Holdco"), New Remy Merger Sub, Inc., Old Remy Merger Sub and Old Remy. The effective date of the Merger is December 31, 2014. This report is being filed by the reporting person solely to report the disposition of Old Remy securities made in connection with the Merger. The Reporting Person will file a separate Form 4 to reflect the corresponding acquisition of New Holdco securities made in connection with the Merger.

2. Each share of common stock of Old Remy converted in connection with the Merger into one share of New Holdco in accordance with the Merger Agreement.

3. Grant of Old Remy stock options vesting in three equal annual installments beginning February 21, 2014.

4. Options assumed/converted in connection with the Merger into options to acquire the same number of shares of common stock at the same exercise price and on substantially the same terms.

5. Grant of Old Remy stock options vesting in three equal annual installments beginning February 18, 2015.

Remarks:

	/s/ Michael L. Gravelle, as attorney in fact	12/31/2014
	** 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).
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