| 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(1) | 8,189,803 | D | (1) | 0 | I | See Footnotes(2)(3) | ||
| Common Stock, par value $0.01 per share | 05/31/2015 | U(1) | 222,120 | D | (1) | 0 | I | See Footnotes(3)(4) | ||
| Common Stock, par value $0.01 per share | 05/31/2015 | U(1) | 75,912 | D | (1) | 0 | I | See Footnotes(3)(5) | ||
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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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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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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. Shares held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners. Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. As a result, each of HM3/GP Partners, GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the shares held of record by Fund III. Each of HM3/GP Partners, GP Partners III and Fund III Incorporated disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein. |
| 3. The committee that exercises voting and dispositive power over the shares currently consists of two members, John R. Muse and Andrew S. Rosen, each of whom may be deemed to share dispositive and/or voting power over the shares. Each of Messrs. Muse and Rosen disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 4. Shares held of record by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"). GP Partners III is the sole general partner of HM3 Coinvestors. As a result, each of GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the shares held of record by HM3 Coinvestors. Each of GP Partners III and Fund III Incorporated disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein. |
| 5. Shares held of record by Hicks, Muse PG-IV (1999), C.V., a Netherlands limited partnership ("PG-IV"). HM Equity Fund IV/GP Partners (1999), C.V., a Netherlands limited partnership ("HM IV CV"), is the sole general partner of PG-IV. HM GP Partners IV Cayman, L.P., a Cayman Islands limited partnership ("Partners IV Cayman"), is the sole general partner of HM IV CV. HM Fund IV Cayman, LLC, a Cayman Islands limited liability company now called HM Legacy LLC ("HM Legacy"), is the sole general partner of Partners IV Cayman. As a result, each of HM IV CV, Partners IV Cayman and HM Legacy may be deemed to beneficially own all of the shares held of record by PG-IV. Each of HM IV CV, Partners IV Cayman and HM Legacy disclaims beneficial ownership of such shares except to the extent of any of their respective pecuniary interest therein. |
| Remarks: |
| The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other reporting persons. |
| SEE ATTACHMENTS | 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). | ||
| ** 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. | ||