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
X	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* LAKE PETER J (Last) (First) (Middle) 12001 TECH CENTER DRIVE (Street) LIVONIA MI 48150 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ZF 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) Exec V.P. Sales & Bus. Dev.
	3. Date of Earliest Transaction (Month/Day/Year) 05/15/2015
	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(1)	05/15/2015		D(1)		85,457	D	$105.6(1)	7,690	D
Common Stock(1)	05/15/2015		D(2)		7,690	D	$105.6(2)	0	D
Common Stock(1)	05/15/2015		D(1)		1,613.759	D	$105.6(1)	0	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
Employee Stock Option (right to buy)	$2.7	05/15/2015		D(3)			62,000	(4)	02/26/2017	Common Stock	62,000	$102.9(3)	0	D
Stock-settled stock appreciation rights	$58.2	05/15/2015		D(5)			77,551	(6)	02/22/2021	Common Stock	77,551	$47.4(5)	0	D
Stock-settled stock appreciation rights	$82.5	05/15/2015		D(5)			47,291	(7)	02/21/2022	Common Stock	47,291	$23.1(5)	0	D
Performance Share Units	(8)	05/15/2015		A(8)		4,850		(8)	(8)	Common Stock	4,850	$0.00(8)	4,850	D
Performance Share Units	(8)	05/15/2015		D(8)			4,850	(8)	(8)	Common Stock	4,850	$105.6(8)	0	D

Explanation of Responses:

1. On May 15, 2015, ZF Friedrichshafen AG, a stock corporation organized and existing under the laws of the Federal Republic of Germany ("ZF"), acquired the Issuer pursuant to that certain agreement and plan of merger, dated as of September 15, 2014 among the Issuer, ZF and MSNA, Inc., a Delaware corporation ("MSNA") and a wholly owned subsidiary of ZF (the "Merger Agreement"). In accordance with the Merger Agreement, MSNA merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of ZF. At the effective time of the Merger, each outstanding share of the Issuer's common stock was converted into the right to receive $105.60 in cash, without interest. The Merger is more fully described in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on October 20, 2014, as supplemented.

2. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, any vesting conditions applicable to outstanding restricted stock units ("RSUs") were accelerated in full, each RSU was cancelled and the Reporting Person was entitled to receive an amount in cash, without any interest, equal to the product of (x) the total number of shares subject to such RSUs immediately prior to the effective time multiplied by (y) $105.60. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.

3. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding option was cancelled and the Reporting Person was entitled to receive an amount in cash, without interest, equal to the product of (i) the number of shares subject to such option, multiplied by (ii) the excess of $105.60 over the exercise price of the option. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.

4. The option vested and became exercisable in three equal installments on February 26, 2010, 2011 and 2012.

5. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding stock-settled stock appreciation right ("SSAR"), whether vested or unvested, was cancelled and the Reporting Person was entitled to receive an amount in cash, without interest, equal to the product of (x) the total number of shares subject to such SSAR multiplied by (y) the excess of $105.60 over the per share fair market value on the date of the relevant grant under such SSAR. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.

6. One-third of the SSARs vested and became exercisable on each of February 22, 2014 and February 22, 2015. The remaining one-third of the SSARs were unvested. See footnote 5.

7. One-third of the SSARs vested and became exercisable on February 21, 2015. The remaining two-thirds of the SSARs were unvested. See footnote 5.

8. On February 21, 2014, the Reporting Person was granted performance share units ("Performance Units"). Under the terms of the Performance Units, up to a maximum of 4,850 shares would be earned based on the Issuer's achievement of total shareholder return relative to a peer group of companies over a three-year period. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, the Performance Units became immediately vested at the maximum level of performance, each Performance Unit was cancelled and the Reporting Person was entitled to receive an amount in cash, without any interest, equal to the product of (x) the maximum number of shares subject to such Performance Units multiplied by (y) $105.60. Withholding taxes will be withheld from the proceeds otherwise due to the Reporting Person.

Remarks:

	/s/ Sheri Roberts By Power of Attorney	05/15/2015
	** 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.