SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Keating Terrence J

(Last) (First) (Middle)
7140 OFFICE CIRCLE

(Street)
EVANSVILLE IN 47715

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACCURIDE CORP [ AURD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2008 M 8,319 A $0(1) 65,242 D
Common Stock 12/31/2008 F 2,525 D $0.23 62,717 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 12/31/2008 M 2,499 (2) (2) Common Stock 2,499 $0 12,494(5) D
Restricted Stock Units (3) 12/31/2008 M 3,609 (3) (3) Common Stock 3,609 $0 16,041(5) D
Restricted Stock Units (4) 12/31/2008 M 2,211 (4) (4) Common Stock 2,211 $0 29,419(5) D
Stock Appreciation Right $11.34 12/31/2008 M 48,547 (6)(7) 12/18/2016 Common Stock 48,547 $11.34 48,547(8) D
Stock Appreciation Right $15.14 12/31/2008 M 24,238 (6)(7) 06/13/2017 Common Stock 24,238 $15.14 24,238(9) D
Stock Appreciation Right $7.1 12/31/2008 M 11,196 (6)(7) 05/15/2018 Common Stock 11,196 $7.1 11,196(10) D
Explanation of Responses:
1. Shares were acquired upon the vesting and conversion of Restricted Stock Units, which were received as a grant for which no consideration was paid.
2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Accuride stock. 10% of the total number of RSUs granted vested on December 31, 2006. 20% of the total number of RSUs granted vested on December 1, 2007, and 30% the total number of RSUs granted vested on December 1, 2008. As a result of Mr. Keating's "Permitted Retirement" under the award agreement, these additional shares vested effective 12/31/08, the effective date of his permitted retirement.
3. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Accuride stock. 10% of the total number of RSUs granted vested on December 1, 2007. 20% of the total number of RSUs granted vested on December 1, 2008. As a result of Mr. Keating's "Permitted Retirement" under the award agreement, these additional shares vested effective 12/31/08, the effective date of his permitted retirement.
4. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Accuride common stock. 10% of the total number of RSUs granted vested on December 1, 2008. As a result of Mr. Keating's "Permitted Retirement" under the award agreement, these additional shares vested effective 12/31/08, the effective date of his permitted retirement.
5. As a result of Mr. Keating's "Permitted Retirement" under the award agreement, these remaining Restricted Stock Units are forfeited.
6. As a result of Mr. Keating's "Permitted Retirement" under the award agreement, Mr. Keating vested in the number of Stock Appreciation Rights (SARs) listed.
7. The SARs are vested and exerciseable.
8. As a result of Mr. Keating's "Permitted Retirement" under the award agreement, 48,547 SARs vested and are exerciseable, and the remaining 48,547 SARs of the 97,093 SARs originally granted to Mr. Keating on December 19, 2006 are forfeited. This SAR grant was originally reported on a Form 4 filed on December 20, 2006.
9. As a result of Mr. Keating's "Permitted Retirement" under the award agreement, 24,238 SARs vested and are exerciseable, and the remaining 40,399 SARs of the 64,637 SARs originally granted to Mr. Keating on June 14, 2007 are forfeited. This SAR grant was originally reported on a Form 4 filed on June 18, 2007.
10. As a result of Mr. Keating's "Permitted Retirement" under the award agreement, 11,196 SARs vested and are exerciseable, and the remaining 65,579 SARs of the 76,775 SARs originally granted to Mr. Keating on December 19, 2006 are forfeited. This SAR grant was originally reported on a Form 4 filed on May 20, 2008.
/s/ Stephen A. Martin by Power of Attorney 01/02/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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