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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
CANTIE JOSEPH S

(Last) (First) (Middle)
12001 TECH CENTER DRIVE

(Street)
LIVONIA MI 48150

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRW AUTOMOTIVE HOLDINGS CORP [ TRW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive V.P. & CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2015
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)
Code V Amount (A) or (D) Price
Common Stock 02/23/2015 M 60,562(1) A $45.11 265,617 D
Common Stock 02/23/2015 F 13,397(2) D $104.2 252,220 D
Common Stock 02/23/2015 D 31,566(3) D $104.2 220,654 D
Common Stock 02/23/2015 F 5,119(4) D $104.2 215,535 D
Common Stock 02/23/2015 F 3,840(4) D $104.38 211,695 D
Common Stock 02/23/2015 F 2,275(4) D $104.38 209,420 D
Common Stock 627.761 I By 401(k) Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock-settled stock appreciation rights $45.11 02/23/2015 M 60,562 (5) 02/23/2020 Common Stock 60,562 $0.00 0 D
Explanation of Responses:
1. Pursuant to the terms of the grant, stock-settled stock appreciation rights were automatically exercised on their vesting date because the fair market value of the Issuer's Common Stock exceeded the maximum value on such date.
2. Shares withheld for taxes upon automatic exercise of stock-settled stock appreciation rights.
3. Shares withheld in connection with the automatic exercise of the stock-settled stock appreciation rights.
4. Shares withheld for taxes upon vesting of previously granted restricted stock units.
5. The SSARs vested and became exercisable in three equal installments on February 23, 2013, 2014 and 2015; the portion of the SSAR award that was exercised in the transaction reported vested and became exercisable on February 23, 2015.
Remarks:
/s/ Sheri Roberts By Power of Attorney 02/25/2015
** 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.