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*
Oak Hill Advisors GenPar, L.P.

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
27TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc. [ CPS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Note (5) below
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2016
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, par value $0.001 per share 70,036 I See Footnotes(1)(4)(5)(6)
Common Stock, par value $0.001 per share 08/18/2016 X 150,150 A $27.25 580,206 I See Footnotes(2)(4)(5)(6)
Common Stock, par value $0.001 per share 08/18/2016 S(7) 41,884 D $97.69 538,322 I See Footnotes(2)(4)(5)(6)
Common Stock, par value $0.001 per share 08/18/2016 X 29,924 A $27.25 156,224 I See Footnotes(3)(4)(5)(6)
Common Stock, par value $0.001 per share 08/18/2016 S(8) 8,348 D $97.69 147,876 I See Footnotes(3)(4)(5)(6)
Common Stock, par value $0.001 per share 4,408 I See Footnotes(4)(5)(6)
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
Warrants to purchase Common Stock $27.25 08/18/2016 X 149,701 05/27/2010 11/27/2017 Common Stock 150,150 (7) 0 I See Footnotes(2)(4)(5)(6)
Warrants to purchase Common Stock $27.25 08/18/2016 X 29,834 05/27/2010 11/27/2017 Common Stock 29,924 (8) 0 I See Footnotes(3)(4)(5)(6)
1. Name and Address of Reporting Person*
Oak Hill Advisors GenPar, L.P.

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
27TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAK HILL ADVISORS LP

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
27TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oak Hill Credit Opportunities Master Fund, Ltd.

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
27TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OHA Strategic Credit Master Fund, L.P.

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
27TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OHA Strategic Credit Master Fund IB, L.P.

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
27TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OHA Strategic Credit GenPar, LLC

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
27TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AUGUST GLENN R

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS
27TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
Explanation of Responses:
1. By Oak Hill Credit Opportunities Master Fund, Ltd. ("OHCOF").
2. By OHA Strategic Credit Master Fund, L.P. ("SCF"). OHA Strategic Credit GenPar, LLC is the general partner of SCF.
3. By OHA Strategic Credit Master Fund IB, L.P. ("SCF IB"). OHA Strategic Credit GenPar, LLC, is the general partner of SCF IB.
4. Oak Hill Advisors GenPar, L.P. ("OHA Genpar") is the general partner of Oak Hill Advisors, L.P. ("OHA"). OHA receives, directly and indirectly, management fees or incentive fees with respect to certain accounts that it advises, including OHCOF, SCF and SCF IB. None of such fees constitute an indirect pecuniary interest for purposes of Rule 16a-1. OHA also owns 4,408 shares of time-based restricted stock which are fully vested.
5. Glenn R. August controls (i) the managing general partner of OHA Genpar, and (ii) OHA Strategic Credit GenPar, LLC, the general partner of SCF and SCF IB, and may be deemed to have an indirect beneficial interest in the shares owned by OHCOF, SCF and SCF IB. Mr. August is a director of the Issuer.
6. Pursuant to Rule 16a-1 under the Exchange Act of 1934, as amended (the "Act"), the reporting persons shall be deemed to be the indirect beneficial owner of the securities beneficially owned by the entities listed in footnotes 1, 2, 3 and 4 only to the extent of their respective pecuniary interest. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owners of any securities owned by the entities listed in footnotes 1, 2, 3 and 4, in each case except to the extent of such pecuniary interest.
7. On August 18, 2016, the reporting person exercised 149,701 warrants to purchase 150,150 shares of common stock for $27.25 per share. The reporting person paid the exercise price on a cashless basis, resulting in the issuer witholding 41,884 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 108,266 shares.
8. On August 18, 2016, the reporting person exercised 29,834 warrants to purchase 29,924 shares of common stock for $27.25 per share. The reporting person paid the exercise price on a cashless basis, resulting in the issuer witholding 8,348 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 21,576 shares.
Oak Hill Advisors GenPar, L.P. (+) By: Oak Hill Advisors MGP, Inc., Managing General Partner By: /s/ Glenn August 08/22/2016
Oak Hill Advisors, L.P. (+) By: Oak Hill Advisors GenPar, L.P., General Partner By: Oak Hill Advisors MGP, Inc., Managing General Partner By: /s/ Glenn August 08/22/2016
Oak Hill Credit Opportunities Master Fund, Ltd. (+) By: /s/ Glenn August 08/22/2016
OHA Strategic Credit Master Fund, L.P. (+) By: OHA Strategic Credit GenPar, LLC, General Partner By: /s/ Glenn August 08/22/2016
OHA Strategic Credit Master Fund IB, L.P. (+) By: OHA Strategic Credit GenPar, LLC, General Partner By: /s/ Glenn August 08/22/2016
OHA Strategic Credit GenPar, LLC (+) By: /s/ Glenn August 08/22/2016
/s/ Glenn R. August 08/22/2016
** 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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