0001209191-11-040700.txt : 20110722 0001209191-11-040700.hdr.sgml : 20110722 20110722205055 ACCESSION NUMBER: 0001209191-11-040700 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110721 FILED AS OF DATE: 20110722 DATE AS OF CHANGE: 20110722 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chrysler Group LLC CENTRAL INDEX KEY: 0001513153 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 270187394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 CHRYSLER DRIVE CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 800-247-9753 MAIL ADDRESS: STREET 1: 1000 CHRYSLER DRIVE CITY: AUBURN HILLS STATE: MI ZIP: 48326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIAT S P A CENTRAL INDEX KEY: 0000842317 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54282 FILM NUMBER: 11983428 BUSINESS ADDRESS: STREET 1: VIA NIZZA 250 CITY: TURIN STATE: L6 ZIP: 10126 BUSINESS PHONE: 390110061111 MAIL ADDRESS: STREET 1: VIA NIZZA 250 CITY: TURIN STATE: L6 ZIP: 10126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fiat North America LLC CENTRAL INDEX KEY: 0001518840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54282 FILM NUMBER: 11983426 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE TOWER, SUITE 4306 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-207-0908 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE TOWER, SUITE 4306 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fiat Group Automobiles S.p.A. CENTRAL INDEX KEY: 0001518841 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54282 FILM NUMBER: 11983427 BUSINESS ADDRESS: STREET 1: CORSO AGNELLI 200 CITY: TORINO STATE: L6 ZIP: 10135 BUSINESS PHONE: 39-001100311111 MAIL ADDRESS: STREET 1: CORSO AGNELLI 200 CITY: TORINO STATE: L6 ZIP: 10135 4 1 c20332_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2011-07-21 0001513153 Chrysler Group LLC NONE 0000842317 FIAT S P A 250 VIA NIZZA TORINO L6 10126 ITALY 1 0 1 0 0001518841 Fiat Group Automobiles S.p.A. CORSO AGNELLI 200 TORINO L6 10135 ITALY 1 0 1 0 0001518840 Fiat North America LLC 7 TIMES SQUARE TOWER SUITE 4306 NEW YORK NY 10036 1 0 1 0 Class A LLC Membership Interests 2011-07-21 4 P 0 24615 A 285840 I Held directly by Fiat North America LLC Class A LLC Membership Interests 2011-07-21 4 P 0 98461 A 384301 I Held directly by Fiat North America LLC Option under Equity Recapture Agreement 2011-07-21 4 P 0 1 75000000 A 2018-12-31 Class A Member-ship Interests 676924 1 I Held directly by Fiat North America LLC The securities are owned by Fiat North America LLC, which is a wholly-owned subsidiary of Fiat Group Automobiles S.p.A., which is a wholly-owned subsidiary of Fiat S.p.A. Fiat Group Automobiles S.p.A. and Fiat S.p.A. are indirect beneficial owners of the reported securities. The securities were acquired for an aggregate purchase price of $125,000,000. The securities were acquired for an aggregate purchase price of $500,000,000. Option under the Equity Recapture Agreement, dated June 10, 2009, by and among The U.S. Department Of The Treasury (or its successors or transferees), UAW Retiree Medical Benefits Trust ("VEBA"), and the VEBA holding companies identified therein to acquire all 676,924 Class A LLC Membership Interest (the "Interests") in Chrysler Group LLC (the "Issuer") acquired by the VEBA on June 10, 2009 and not previously disposed of. In addition, to the extent that VEBA receives aggregate proceeds in respect of the Interests that exceed $4,250 million, increasing at a rate equal to 9% per annum compounded annually from January 1, 2010, calculated on an actual days elapsed basis (the "Threshold Amount"), then the VEBA is obligated to transfer to the holder of the option (i) an amount in cash equal to the aggregate proceeds, if any, received by VEBA in respect of the Interests in excess of the Threshold Amount and (ii) all remaining Interests held by the VEBA. The exercise price is equal to the Threshold Amount less amounts previously received by VEBA in respect of the Interests. The right to acquire the Interests (to the extent not previously disposed) can be exercised at any time, subject to the limitations set forth in the Issuer's Limited Liability Company Operating Agreement. Each of Fiat S.p.A., Fiat Group Automobiles S.p.A. and Fiat North America LLC is a director by deputization. By: /s/ Rajesh N. Choudhary Attorney-in-Fact 2011-07-22