0001104659-20-067713.txt : 20200529
0001104659-20-067713.hdr.sgml : 20200529
20200529154623
ACCESSION NUMBER: 0001104659-20-067713
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: Brown Lisa Jane
CENTRAL INDEX KEY: 0001642891
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33332
FILM NUMBER: 20927354
MAIL ADDRESS:
STREET 1: C/O WABCO HOLDINGS INC.
STREET 2: 2770 RESEARCH DRIVE
CITY: ROCHESTER HILLS
STATE: MI
ZIP: 48309
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
tm2021234d2_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-05-29
1
0001390844
WABCO Holdings Inc.
WBC
0001642891
Brown Lisa Jane
C/O WABCO HOLDINGS INC.
1220 PACIFIC DR.
AUBURN HILLS
MI
48326
0
1
0
0
Chief Legal Officer & Sec.
Common Stock
2020-05-29
4
D
0
7281
136.50
D
0
D
Common Stock
2020-05-29
4
D
0
1729
136.50
D
0
D
Common Stock
2020-05-29
4
D
0
1136
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
1729
136.50
D
Common Stock
1729
0
D
Performance-Based Restricted Units
2020-05-29
4
D
0
1703
136.50
D
Common Stock
1703
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