| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIASYSTEMS GROUP INC [ VIAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.01 per share | 05/31/2015 | U | 3,984,941 | D | (1) | 0 | I | See Footnotes(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share was disposed of pursuant to a merger agreement (the "Merger Agreement") among the issuer, TTM Technologies, Inc. ("TTM") and Vector Acquisition Corp. in exchange for (a) $11.33 in cash without interest and (b) 0.706 shares of the common stock of TTM, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement. |
| 2. Includes 2,632,918 shares held of record by GSC Recovery II, L.P. ("RII") and 1,352,023 shares held of record by GSC Recovery IIA, L.P. ("RIIA" and together with RII, the "GSC Members"). Black Diamond Capital Management, L.L.C. ("BDCM") is the member of GSC Manager, LLC, which is the manager of GSC Acquisition Holdings, LLC, which is the manager of each of GSC RII, LLC and GSC RIIA, LLC. GSC RII, LLC is the general partner of GSC Recovery II GP, L.P. which is the general partner of RII. GSC RIIA, LLC is the general partner of GSC Recovery IIA GP, L.P., which is the general partner of RIIA. |
| 3. Stephen H. Deckoff is the Managing Principal of BDCM and, in such capacity, may be deemed to share voting and dispositive power over the shares held of record by each of the GSC Members. Each of Mr. Deckoff and the entities listed herein disclaims beneficial ownership of the shares held of record by the GSC Members except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that any of Mr. Deckoff or any of the entities listed herein is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. |
| Remarks: |
| /s/ Stephen H. Deckoff | 06/16/2015 | |
| GSC RECOVERY II, L.P., By: GSC Recovery II GP, L.P., By: GSC RII, LLC, By: GSC Acquisition Holdings, L.L.C., By: GSC Manager, LLC, By: Black Diamond Capital Management, L.L.C., By: /s/ Stephen H. Deckoff, Managing Principal | 06/16/2015 | |
| GSC RECOVERY IIA, L.P., By: GSC Recovery IIA GP, L.P., By: GSC RIIA, LLC, By: GSC Acquisition Holdings, L.L.C., By: GSC Manager, LLC, By: Black Diamond Capital Management, L.L.C., By: /s/ Stephen H. Deckoff, Managing Principal | 06/16/2015 | |
| ** 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. | ||