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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Dividend Equivalent Right | (1) | 04/25/2018 | X | 31 (5) | (1) | (1) | Ordinary Shares | 31 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FRISSORA MARK P 5725 INNOVATION DRIVE TROY, MI 48098 |
X |
/s/ Rachel V. Friedenberg, Attorney-in-fact for Mark P. Frissora | 04/27/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Settlement of dividend equivalent rights in connection with the vesting of restricted stock units. The rights accrued when and as dividends were paid on the Issuer's ordinary shares and vest upon the vesting of the restricted stock unit to which they relate. Each dividend equivalent right is the economic equivalent of one ordinary share. |
(2) | Reflects an antidilution adjustment (the "Spin-Off Adjustment") to the number of ordinary shares reported held by the Reporting Person, which Spin-Off Adjustment was made prior to this vesting date in connection with the spin-off of Delphi Technologies PLC from the Issuer on December 4, 2017. |
(3) | Shares withheld to pay current tax liabilities incident to the vesting of restricted stock units and settlement of dividend equivalent rights. |
(4) | The Reporting Person has received restricted stock units that each represent a right to receive one ordinary share of the Issuer pursuant to the Issuer's Long Term Incentive Plan, as amended and restated, and will vest in full one day before the Issuer's Annual Meeting of Shareholders in 2019. |
(5) | Reflects here and in Table 1 above the Spin-Off Adjustment to the Reporting Person's dividend equivalent rights. |