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*
Onex American Holdings II LLC

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Commercial Vehicle Group, Inc. [ CVGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 08/10/2004 S 2,159,033(9) D $12.1225 2,679,514(1) D
Common Stock 08/10/2004 S 1,008,939(10) D $12.1225 1,252,166(2) D
Common Stock 08/10/2004 S 270,602(11) D $12.1225 335,834(3)(6) I FN(3)
Common Stock 08/10/2004 S 3,482,769(12) D $12.1225 4,322,363(4)(7) I FN(4)
Common Stock 08/10/2004 S 3,740,315(13) D $12.1225 4,641,996(5)(7)(8) I FN(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Onex American Holdings II LLC

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ONEX DHC LLC

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ONEX CORP

(Last) (First) (Middle)
161 BAY STREET, 49TH FLOOR, P.O. BOX 700

(Street)
TORONTO, ONTARIO CANADA M5J2S1

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHWARTZ GERALD W

(Last) (First) (Middle)
C/O ONEX CORPORATION
161 BAY STREET, 49TH FLOOR, P.O. BOX 700

(Street)
TORONTO, ONTARIO CANADA M5J2S1

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents shares of common stock directly held by Onex American Holdings II LLC ("OAH")
2. Represents shares of common stock directly held by Onex DHC LLC ("DHC")
3. Represents shares of common stock indirectly held by OAH. Includes (collectively, the "MIP Shares") 117,143 shares held of record by Bostrom Executive Investco LLC ("Bostrom EI"), 82,155 shares held of record by CVS Executive Investco LLC ("CVS EI"), 48,642 shares held of record by Trim Systems Executive Investco ("Trim EI"), 41,479 shares held of record by Trim Systems Executive Investco II LLC ("Trim EI II"), 27,282 shares held of record by Bostrom Partners LP ("Bostrom LP") and 19,133 shares held of record by CVS Partners LP ("CVS LP"). OAH is (i) the direct owner of all of equity percentage interests of each of Bostrom EI, CVS EI, Trim EI, Trim EI II and (ii) the direct owner of Onex American Holdings GP LLC, the general partner of Bostrom LP and CVS LP.
4. Represents the shares of common stock held indirectly by Onex Corporation ("Onex") and includes the MIP Shares and the shares of common stock directly held by OAH, DHC and Hidden Creek Industries ("HCI"). Onex is (i) the owner of all of the issued and outstanding shares of OAH, (ii) the direct and indirect owner of approximately 99% of the equity of DHC, (iii) the indirect owner of 100% of the equity percentage interests of each of Bostrom EI, CVS EI, Trim EI, Trim EI II, (iv) the indirect owner of Onex American Holdings GP LLC, the general partner of Bostrom LP and CVS LP and (v) the owner of all of the issued and outstanding shares of OMI Partnership Holdings Ltd., the direct owner of 99.8% of the economics and 100% of the voting interests of HCI.
5. Represents the shares of common stock held indirectly by Gerald Schwartz and includes the MIP shares, the shares of common stock held directly by OAH, DHC and HCI. and the shares held by Onex Advisors III LLC ("OAIII LLC"). Gerald W. Schwartz is the indirect holder of all the issued and outstanding Multiple Voting shares of Onex, which are entitled to elect sixty percent (60%) of the members of Onex's Board of Directors and carry such number of votes in the aggregate as represents 60% of the aggregate votes attached to all voting shares of Onex. The direct and indirect interests of Onex are described in footnote 4. Mr. Schwartz is the indirect owner of all of the issued and outstanding shares of OAIII LLC. Mr. Schwartz disclaims beneficial ownership of the shares reported hereunder.
6. Pursuant to Item 5(b)(iv) of the Instructions to Form 3, all of the MIP Shares are reported as beneficially owned by OAH notwithstanding the fact that it has a pecuniary interest in less than 100% of such shares; by doing so, OAH does not concede that it has a pecuniary interest in 100% of such shares.
7. Pursuant to Item 5(b)(iv) of the Instructions to Form 3, all of the MIP Shares and the shares directly held by DHC and OAH are reported as beneficially owned by Onex and Gerald W. Schwartz notwithstanding the fact that they have a pecuniary interest in less than 100% of the shares beneficially owned by each of; by doing so, neither of them concedes that they have a pecuniary interest in 100% of such shares.
8. Pursuant to Item 5(b)(iv) of the Instructions to Form 3, all of the shares beneficially owned by OA III LLC are reported as beneficially owned by Mr. Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares; by doing so, Mr. Schwartz does not concede that he has a pecuniary interest in 100% of such shares.
9. This report relates to the 2,159,033 shares sold by OAH in the initial public offering of Commercial Vehicle Group, Inc. (the "Offering").
10. This report relates to the 1,008,939 shares sold by DHC in the Offering.
11. This report relates to shares of common stock indirectly sold in the Offering by OAH. Includes (collectively, the "Sold MIP Shares") 94,389 shares sold by Bostrom EI, 66,197 shares sold by CVS EI, 39,194 shares sold by Trim EI, 33,422 shares sold by Trim EI II, 21,983 shares sold by Bostrom LP and 15,417 shares sold by CVS LP.
12. Represents the shares of common stock sold indirectly in the Offering by Onex and includes the Sold MIP Shares and the shares of common stock sold directly by OAH, DHC and HCI.
13. Represents the shares of common stock sold indirectly in the Offering by Gerald Schwartz and includes the Sold MIP shares, the shares of common stock sold directly by OAH, DHC, HCI and OAIII LLC.
/s/ Eric Rosen, Director of Onex American Holdings II LLC 08/11/2004
/s/ Eric Rosen, Representative of Onex DHC LLC 08/11/2004
/s/ Donald Lewtas, Authorized Signatory for Onex Corporation 08/11/2004
/s/ Donald Lewtas, attorney-in-fact for Gerald W. Schwartz 08/11/2004
** 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).
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