0001320461-24-000028.txt : 20240216 0001320461-24-000028.hdr.sgml : 20240216 20240216132410 ACCESSION NUMBER: 0001320461-24-000028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240214 FILED AS OF DATE: 20240216 DATE AS OF CHANGE: 20240216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edwards Jeffrey S CENTRAL INDEX KEY: 0001292878 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36127 FILM NUMBER: 24647249 MAIL ADDRESS: STREET 1: 40300 TRADITIONS DRIVE CITY: NORTHVILLE STATE: MI ZIP: 48168 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper-Standard Holdings Inc. CENTRAL INDEX KEY: 0001320461 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 201945088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40300 TRADITIONS DRIVE CITY: NORTHVILLE STATE: MI ZIP: 48168 BUSINESS PHONE: 248-596-5900 MAIL ADDRESS: STREET 1: 40300 TRADITIONS DRIVE CITY: NORTHVILLE STATE: MI ZIP: 48168 FORMER COMPANY: FORMER CONFORMED NAME: CSA Acquisition Corp. DATE OF NAME CHANGE: 20050311 4 1 wk-form4_1708107839.xml FORM 4 X0508 4 2024-02-14 0 0001320461 Cooper-Standard Holdings Inc. CPS 0001292878 Edwards Jeffrey S 40300 TRADITIONS DRIVE NORTHVILLE MI 48168 1 1 0 0 Chairman and CEO 0 Restricted Stock Units 2024-02-14 4 A 0 88837 0 A Common stock 88837 88837 D Performance Stock Units 2024-02-14 4 A 0 70240 0 A Common stock 70240 70240 D Performance Stock Units 2024-02-14 4 A 0 103755 0 A Common stock 103755 103755 D These are time-based restricted stock units (RSUs) granted to the reporting person on February 14, 2024, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated . The company settles such RSUs by making an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSU's that have vested. Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of March 1, 2024. Represents performance-based stock units (PSUs) granted to the reporting person on February 16, 2022, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied applicable performance vesting criteria as determined by the Company on February 14, 2024. The Company in its sole discretion settles such PSUs by electing either to (i) make an appropriate book entry in the reporting person's name for a number of shares equal to the number of PSUs that have vested or (ii) deliver an amount of cash equal to the fair market value of a number of shares equal to the number of PSUs that have vested. Represents the date on which the Company determined the number of PSUs actually achieved by the reporting person based on the achievement of certain performance vesting criteria. Subject to the reporting person's continued employment with the company or its affiliates through December 31, 2024, these PSUs shall vest and no longer be subject to forfeiture and will settle on or as soon as practicable following February 14, 2025. Represents performance-based stock units (PSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied the portion of the performance vesting criteria applicable for the year ended December 31, 2023, as determined by the Company on February 14, 2024. The number of PSUs ultimately deemed to be earned for the grant made on February 15, 2023 will be determined following the end of the year ending December 31, 2024. The Company in its sole discretion settles such PSUs by delivering an amount of cash equal to the fair market value of a number of shares equal to the number of PSUs that have vested. Subject to the reporting person's continued employment with the company or its affiliates through December 31, 2024, these PSUs shall vest and no longer be subject to forfeiture and will settle at the time of the final determination of satisfaction of performance criteria for the remaining portion of the PSU, which remains subject to certain performance-based vesting conditions for the year ending December 31, 2024. /s/ Denise Balog, on behalf of Jeffrey S. Edwards under Power of Attorney 2024-02-16