0000899243-21-022707.txt : 20210608 0000899243-21-022707.hdr.sgml : 20210608 20210608211348 ACCESSION NUMBER: 0000899243-21-022707 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210607 FILED AS OF DATE: 20210608 DATE AS OF CHANGE: 20210608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hughes Bradley E. CENTRAL INDEX KEY: 0001476457 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04329 FILM NUMBER: 211003794 MAIL ADDRESS: STREET 1: 2420 BRADWAY BOULEVARD CITY: BLOOMFIELD VILLAGE STATE: MI ZIP: 48301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER TIRE & RUBBER CO CENTRAL INDEX KEY: 0000024491 STANDARD INDUSTRIAL CLASSIFICATION: TIRES AND INNER TUBES [3011] IRS NUMBER: 344297750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: LIMA & WESTERN AVENUES CITY: FINDLAY STATE: OH ZIP: 45840 BUSINESS PHONE: 4194231321 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-07 1 0000024491 COOPER TIRE & RUBBER CO CTB 0001476457 Hughes Bradley E. 701 LIMA AVENUE FINDLAY OH 45840 1 1 0 0 President, CEO Common Stock 2021-06-07 4 D 0 256102 D 79962 D Common Stock 2021-06-07 4 D 0 79962 D 0 D Common Stock 2021-06-07 4 A 0 59090 A 59090 D Common Stock 2021-06-07 4 D 0 59090 D 0 D Employee Stock Option (Right to Buy) 25.425 2021-06-07 4 D 0 26760 34.05 D 2023-02-20 Common Stock 26760 0 D Employee Stock Option (Right to Buy) 23.96 2021-06-07 4 D 0 32475 35.52 D 2024-02-19 Common Stock 32475 0 D Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2021, The Goodyear Tire & Rubber Company ("Goodyear") acquired Cooper Tire & Rubber Company ("Cooper Tire") in a merger transaction (the "Merger") which became effective on June 7, 2021. At the effective time of the Merger (the "Effective Time"), each share of Cooper Tire's common stock, par value of $1.00 per share converted into the right to receive (A) $41.75 in cash, without interest, and (B) 0.907 of a share of Goodyear common stock, no par value ("Merger Consideration"). On June 7, 2021, the closing price for Goodyear common stock was $19.39. Includes dividend equivalents earned since last report. Reflects restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock. Pursuant to the Merger Agreement, each outstanding RSU converted at the Effective Time into a right to receive the Merger Consideration. Reflects performance stock units ("PSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock. Pursuant to the Merger Agreement, outstanding PSUs converted at the Effective Time into a right to receive Merger Consideration as follows: (A) for PSUs notionally earned for measurement periods completed prior to the Effective Time but not yet settled, based on the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods; and (B) for PSUs for a measurement period that had begun but was not complete as of the Effective Time (and which PSUs had not been notionally earned prior to the Effective Time), based on the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the Effective Time as compared to the number of days in the entire measurement period. Pursuant to the Merger Agreement, each of these stock options, which were fully vested and exercisable, converted at the Effective Time into the right to receive an amount of cash equal to the product of (A) the number of shares of Cooper Tire common stock subject to such option and (B) the excess of (i) the sum of (x) $41.75 plus (y) the product obtained by multiplying 0.907 by the volume weighted average price of Goodyear common stock for the 10 consecutive trading days ending two trading days prior to the Effective Time ($59.48) over (ii) the applicable exercise price per share of the option. /s/ Jack Jay McCracken, Attorney-In-Fact for Bradley E. Hughes 2021-06-08