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^*

Barber Brian W

(Last)

(First)

(Middle)

C/O VIASYSTEMS GROUP, INC.

101 SOUTH HANLEY ROAD, SUITE 400

(Street)

ST. LOUIS

63105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIASYSTEMS GROUP INC [ VIAS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2015

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)
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	05/31/2015		D		29,992	D	⁽¹⁾	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)
Performance Shares	⁽²⁾	05/31/2015		D			65,551	⁽²⁾	⁽²⁾	Common Stock	65,551	⁽²⁾	0	D
Employee Stock Option (Right to Buy)	⁽³⁾	05/31/2015		D			101,848	⁽³⁾	⁽³⁾	Common Stock	101,848	⁽³⁾	0	D

Explanation of Responses:

1. The shares were cancelled in connection with the merger of Vector Acquisition Corp., a wholly owned subsidiary of TTM Technologies, Inc. ("TTM"), into the Issuer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock was cancelled and converted automatically into the right to receive a combination of (a) $11.33 in cash, and (b) 0.706 of a share of common stock of TTM (together, the "Merger Consideration").

2. Performance shares were granted on February 7, 2012 (11,763 performance shares), February 5, 2013 (34,863 performance shares), February 4, 2014 (19,654 performance shares), and February 3, 2015 (5,882 performance shares). Each performance share represented a contingent right to receive a share of the Issuer's common stock upon satisfaction of certain performance criteria or based strictly upon a function of the market price of the Issuer's common stock. The vested portions of the performance shares (65,551 shares) were cancelled in connection with the Merger in exchange for 46,279 shares of common stock of TTM and a cash payment of $742,692.89, minus 18,071 shares and $296,686.97 withheld for tax purposes.

3. Options were granted on January 31, 2003 (2,509 shares at $150.99 per share), February 6, 2007 (4,182 shares at $150.99 per share), November 1, 2007 (3,345 at $150.99 per share), May 11, 2010 (42,847 shares at $21.88 per share), February 8, 2011 (28,854 shares at $20.38 per share), and February 7, 2012 (22,620 shares at $18.42 per share). The options granted on January 31, 2003, February 6, 2007, and November 1, 2007 have a term of ten years from their date of grant and the options granted on May 11, 2010, February 8, 2011, and February 7, 2012 have a term of seven years from their date of grant. All options are fully vested. Such options were cancelled in the Merger, as the exercise price for such options exceeded the Merger Consideration.

Remarks:

The reporting person is the SVP, Operations, PCB & Supply Chain Management.

	/s/ Daniel J. Weber, attorney-in-fact	06/02/2015
	** 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).
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