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^*

SOMMA RANDE S

(Last)

(First)

(Middle)

C/O TOWER INTERNATIONAL, INC.

17672 LAUREL PARK DR. NORTH, SUITE 400E

(Street)

LIVONIA

48152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Tower International, Inc. [ TOWR ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Board Advisor

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2010

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, par value $0.01 per share	10/14/2010		P⁽¹⁾		10,000	A	$13	10,000	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)
Restricted Stock Units	⁽²⁾	10/15/2010		A		130,446		⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock	130,446	$0	130,446	D

Explanation of Responses:

1. These shares were purchased through a directed share program established by Tower International, Inc. (the "Company") as part of its initial public offering.

2. Each restricted stock unit (collectively, the "RSUs") represents a contingent right to receive one share of the common stock, par value $0.01 per share (the "Common Stock"), of the Company.

3. Fifty percent (50%) of the RSUs vest nine months after the consummation of the Company's initial public offering (the "First Vesting Date") and the balance of the RSUs will vest eighteen months after the consummation of the Company's initial public offering (the "Second Vesting Date"); provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Tower International, Inc. 2010 Equity Incentive Plan (the "Plan") (Continued in footnote 4)

4. ; provided further, however, that if the Company terminates the reporting person's employment for any reason other than for "cause," as defined in the Plan, or the reporting person's employment terminates due to death or disability, (a) if the non-cause termination event occurs prior to the First Vesting Date, 50% of the RSUs will vest on the earlier to occur of (i) the First Vesting Date and (ii) December 31 of the calendar year during which such non-cause termination occurs, and (b) if the non-cause termination event occurs after the First Vesting Date but before the Second Vesting Date, 100% of the RSUs will vest on the earlier to occur of (i) the Second Vesting Date and (ii) December 31 of the calendar year during which such non-cause termination occurs (Continued in footnote 5)

5. ; provided further, however, that, pursuant to the reporting person's Service Agreement with the Company, dated December 1, 2007 (as amended, the "Service Agreement"), if the Service Agreement expires on January 2, 2012 without offer of renewal by the Company, or if the Company terminates the Service Agreement during its current term without Cause (as defined in the Service Agreement), or if a Liquidation Event (as defined in the Service Agreement) occurs, (X) if such termination occurs within nine months after the consummation of the Company's initial public offering, such RSUs shall vest in full on the earlier of the last day of such nine month period or December 31 of the year in which such termination occurs, and (Continued in footnote 6)

6. (Y) if such termination occurs more than nine months but less than 18 months after the consummation of the Company's initial public offering, such RSUs shall vest in full on the earlier of the last day of such eighteen month period or December 31 of the year in which such termination occurs.

	/s/ Nanette Dudek, Attorney-in-Fact	10/15/2010
	** 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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