0001104659-20-067712.txt : 20200529 0001104659-20-067712.hdr.sgml : 20200529 20200529154615 ACCESSION NUMBER: 0001104659-20-067712 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: Rens Nick CENTRAL INDEX KEY: 0001568376 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33332 FILM NUMBER: 20927353 MAIL ADDRESS: STREET 1: C/O WABO HOLDINGS INC. STREET 2: ONE CENTENNIAL AVENUE CITY: PISCATAWAY STATE: NJ ZIP: 08855 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 tm2021234-12_4.xml OWNERSHIP DOCUMENT X0306 4 2020-05-29 1 0001390844 WABCO Holdings Inc. WBC 0001568376 Rens Nick C/O WABCO HOLDINGS INC. 1220 PACIFIC DRIVE AUBURN HILLS MI 48326 0 1 0 0 President, EMEA Common Stock 2020-05-29 4 D 0 9300 136.50 D 0 D Common Stock 2020-05-29 4 D 0 1839 136.50 D 0 D Common Stock 2020-05-29 4 D 0 1703 136.50 D 0 D Common Stock 2020-05-29 4 D 0 474 136.50 D 0 D Performance-Based Restricted Units 2020-05-29 4 D 0 1839 136.50 D Common Stock 1839 0 D Performance-Based Restricted Units 2020-05-29 4 D 0 2554 136.50 D Common Stock 2554 0 D Performance-Based Restricted Units 2020-05-29 4 D 0 1422 136.50 D Common Stock 1422 0 D Represents all common shares held directly by the Reporting Person 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 Restricted Stock Units granted on February 20, 2020, which, at the time of grant, were scheduled to vest, subject to the individual's continued employment with WABCO Holdings Inc., in three equal annual installments, beginning on February 20, 2021. At the effective time of the Merger, each Restricted Stock Unit granted by WABCO Holdings Inc. outstanding immediately prior to the effective time of the Merger (whether or not vested) vested in full, was automatically cancelled and converted into the right to receive the Merger Consideration. Represents Restricted Stock Units granted on February 22, 2019, which were scheduled to vest, subject to the individual's continued employment with WABCO Holdings Inc., in two equal installments on February 22, 2021 and February 22, 2022. Represents Restricted Stock Units granted on February 21, 2018, which were scheduled to vest, subject to the individual's continued employment with WABCO Holdings Inc., on February 21, 2021. At the effective time of the Merger, each performance-based restricted unit granted by WABCO Holdings Inc. outstanding immediately prior to the effective time of the Merger (whether or not vested) vested in full, was automatically cancelled and converted into the right to receive the Merger Consideration. Represents performance-based restricted units granted on February 20, 2020, representing the contingent right to receive one share of common stock for each unit upon the later of (i) the satisfaction of certain performance criteria and (ii) continued employment with the company through February 20, 2023. Represents performance-based restricted units granted on February 22, 2019, representing the contingent right to receive one share of common stock for each unit upon the later of (i) the satisfaction of certain performance criteria and (ii) continued employment with the company through February 22, 2022. Represents performance-based restricted units granted on February 21, 2018, representing the contingent right to receive one share of common stock for each unit upon the later of (i) the satisfaction of certain performance criteria and (ii) continued employment with the company through February 21, 2021. /s/ Thomas P. Conaghan, Attorney-in-Fact 2020-05-29