0001104659-20-067723.txt : 20200529 0001104659-20-067723.hdr.sgml : 20200529 20200529154836 ACCESSION NUMBER: 0001104659-20-067723 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: Bardot Nicolas CENTRAL INDEX KEY: 0001686878 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33332 FILM NUMBER: 20927388 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 tm2021234-14_4.xml OWNERSHIP DOCUMENT X0306 4 2020-05-29 1 0001390844 WABCO Holdings Inc. WBC 0001686878 Bardot Nicolas C/O WABCO HOLDINGS INC. 1220 PACIFIC DRIVE AUBURN HILLS MI 48326 0 1 0 0 Chief Supply Chain Officer Common Stock 2020-05-29 4 D 0 2373 136.50 D 0 D Common Stock 2020-05-29 4 D 0 1104 136.50 D 0 D Common Stock 2020-05-29 4 D 0 852 136.50 D 0 D Common Stock 2020-05-29 4 D 0 356 136.50 D 0 D Performance-Based Restricted Units 2020-05-29 4 D 0 1104 136.50 D Common Stock 1104 0 D Performance-Based Restricted Units 2020-05-29 4 D 0 1277 136.50 D Common Stock 1277 0 D Performance-Based Restricted Units 2020-05-29 4 D 0 1067 136.50 D Common Stock 1067 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