0001104659-20-067697.txt : 20200529
0001104659-20-067697.hdr.sgml : 20200529
20200529154148
ACCESSION NUMBER: 0001104659-20-067697
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200529
FILED AS OF DATE: 20200529
DATE AS OF CHANGE: 20200529
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DALOIA G PETER
CENTRAL INDEX KEY: 0001210413
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33332
FILM NUMBER: 20927339
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WABCO Holdings Inc.
CENTRAL INDEX KEY: 0001390844
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
IRS NUMBER: 208481962
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1220 PACIFIC DRIVE
CITY: AUBURN HILLS
STATE: MI
ZIP: 48326-3511
BUSINESS PHONE: 248-270-9299
MAIL ADDRESS:
STREET 1: 1220 PACIFIC DRIVE
CITY: AUBURN HILLS
STATE: MI
ZIP: 48326-3511
4
1
tm2021234-8_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-05-29
1
0001390844
WABCO Holdings Inc.
WBC
0001210413
DALOIA G PETER
C/O WABCO HOLDINGS INC.
1220 PACIFIC DR.
AUBURN HILLS
MI
48326
1
0
0
0
Common Stock
2020-05-29
4
D
0
5405.487
136.50
D
0
I
By Trust
Common Stock
2020-05-29
4
D
0
4229
136.50
D
0
D
Common Stock
2020-05-29
4
D
0
1508.48
136.50
D
0
I
Deferred Compensation Plan
Represents common shares held in Rabbi trust for non-management directors immediately prior to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of March 28, 2019, by and among ZF Friedrichshafen AG, Verona Merger Sub Corp. and WABCO Holdings Inc. At the effective time of the Merger, each issued and outstanding common share of WABCO Holdings Inc. was automatically cancelled and converted into the right to receive $136.50 in cash (the "Merger Consideration").
Represents deferred stock units granted as part of the reporting person's annual retainer. At the effective time of the Merger, each issued and outstanding deferred stock unit was automatically cancelled and converted into the right to receive the Merger Consideration.
The deferred stock units equal the reporting person's portion of his retainer fee divided by the closing price of WABCO's common stock on the day preceding the grant date. Each whole deferred stock unit represents a contingent right to receive one share of WABCO common stock. The deferred stock units are 100% vested upon grant and were scheduled to be distributed in shares of common stock as soon as practicable following the earliest to occur of: (i) the reporting person's death or Disability as defined in the Award Agreement; (ii) a "Change in Control" as defined in the Omnibus Incentive Plan; (iii) the reporting person's "separation from service" (as defined under applicable tax rules) from WABCO Holdings Inc.; or (iv) 13 months after the grant date or, if elected by the reporting person, an "optional payment date" which may not be earlier than five years and one month after the grant date.
Represents deferred shares allocated under the company's Deferred Compensation Plan. At the effective time of the Merger, each issued and outstanding deferred stock unit was automatically cancelled and converted into the right to receive the Merger Consideration.
Shares were held in a Rabbi trust for non-management directors. Director exercised voting rights but had no right to dispose until directorship ended.
/s/ Thomas P. Conaghan, Attorney-in-Fact
2020-05-29