0001104659-20-067722.txt : 20200529 0001104659-20-067722.hdr.sgml : 20200529 20200529154826 ACCESSION NUMBER: 0001104659-20-067722 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: Keizer Henry R. CENTRAL INDEX KEY: 0001592177 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33332 FILM NUMBER: 20927386 MAIL ADDRESS: STREET 1: MONTPELIER HOUSE STREET 2: 94 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 FORMER NAME: FORMER CONFORMED NAME: Keizer Henry DATE OF NAME CHANGE: 20131115 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 tm2021234d5_4.xml OWNERSHIP DOCUMENT X0306 4 2020-05-29 1 0001390844 WABCO Holdings Inc. WBC 0001592177 Keizer Henry R. C/O WABCO HOLDINGS INC. 1220 PACIFIC DR. AUBURN HILLS MI 48326 1 0 0 0 Common Stock 2020-05-29 4 D 0 3765 136.50 D 0 D Common Stock 2020-05-29 4 D 0 882 136.50 D 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 deferred stock units granted on May 30, 2019 as part of the reporting person's annual retainer. At the effective time of the Merger, each issued and outstanding deferred stock unit was automatically cancelled and converted into the right to receive the Merger Consideration. The deferred stock units equal the reporting person's portion of his retainer fee divided by the closing price of WABCO's common stock on the day preceding the grant date. Each whole deferred stock unit represents a contingent right to receive one share of WABCO common stock. The deferred stock units are 100% vested upon grant and were scheduled to be distributed in shares of common stock as soon as practicable following the earliest to occur of: (i) the reporting person's death or Disability as defined in the Award Agreement; (ii) a "Change in Control" as defined in the Omnibus Incentive Plan; (iii) the reporting person's "separation from service" (as defined under applicable tax rules) from WABCO Holdings Inc.; or (iv) 13 months after the grant date or, if elected by the reporting person, an "optional payment date" which may not be earlier than five years and one month after the grant date. /s/ Thomas P. Conaghan, Attorney-in-Fact 2020-05-29