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