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
Commercial Vehicle Group, Inc. [ CVGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/10/2004 | ||||||||||||||||||||||||||
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, $0.01 par value | 08/10/2004 | S | 564,958(1)(4)(5) | D | $12.1225 | 701,153 | D | |||
Common Stock, $0.01 par value | 08/10/2004 | S | 117,840(5)(6) | D | $12.1225 | 146,247 | I | by Baird Capital Partners II L.P.(6) | ||
Common Stock, $0.01 par value | 08/10/2004 | S | 112,999(2)(4)(5) | D | $12.1225 | 140,241 | D | |||
Common Stock, $0.01 par value | 08/10/2004 | S | 80,611(3)(4)(5) | D | $12.1225 | 100,043 | D | |||
Common Stock, $0.01 par value | 08/10/2004 | S | 69,924(5)(6) | D | $12.1225 | 86,781 | I | by BCP II Affiliates Fund L.P.(6) |
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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Explanation of Responses: |
1. These shares were owned and sold directly by Baird Capital Partners III Limited Partnership ("BCP III"). |
2. These shares were owned and sold directly by BCP III Affiliates Fund Limited Partnership ("BCP III Affiliates Fund"). |
3. These shares were owned and sold directly by BCP III Special Affiliates Limited Partnership ("BCP III Special Affiliates"). |
4. Baird Capital Partners Management Company III, L.L.C. ("BCP Management Company"), as the general partner of BCP III, BCP III Affiliates Fund and BCP III Special Affiliates, may be deemed to have been a beneficial owner of the 758,568 shares of Common Stock, par value $0.01 per share (the "Common Stock"), sold for the account of BCP III, BCP III Affiliates Fund and BCP III Special Affiliates. An investment commmittee of BCP Management Company exercises exclusive decision-making authority with regard to the acquisition and disposition of, and voting power with respect to, investments by BCP III, BCP III Affiliates Fund and BCP III Special Affiliates. Robert W. Baird & Co., Incorporated ("RWBI"), a member of BCP Management Company, has the sole power to appoint the members of this investment committee, and, in such capacity, may be deemed to have voting and dispositive power over the shares held for the account of BCP III, BCP III Affiliates Fund and BCP III Special Affiliates. |
5. Each of the reporting persons may be considered to be a member of a Section 13(d) group that owned more than 10% of the Issuer's outstanding Common Stock. Each reporting person disclaims beneficial ownership of any shares other than those in which it had or has a pecuniary interest. |
6. RWBI, as a General Partner of Baird Capital Partners II Limited Partnership ("BCP II") and BCP II Affiliates Fund Limited Partnership ("BCP II Affiliates Fund"), may be deemed to have been a beneficial owner of the 187,764 shares of Common Stock sold for the account of BCP II and BCP II Affiliates Fund. |
/s/ Paul J. Carbone, Managing Director, on behalf of Robert W. Baird + Co. Incorporated | 08/12/2004 | |
/s/ Paul J. Carbone, Managing Director, on behalf of Baird Capital Partners Management Company III, L.L.C. | 08/12/2004 | |
/s/ Paul J. Carbone, Managing Director, on behalf of Baird Capital Partners Management Company III, L.L.C., a General Partner of Baird Capital Partners III Limited Partnership | 08/12/2004 | |
/s/ Paul J. Carbone, Managing Director, on behalf of Baird Capital Partners Management Company III, L.L.C., a General Partner of BCP III Special Affiliates Limited Partnership | 08/12/2004 | |
/s/ Paul J. Carbone, Managing Director, on behalf of Baird Capital Partners Management Company III, L.L.C., a General Partner of BCP III Affiliates Fund Limited Partnership | 08/12/2004 | |
** 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. |