Sec Form 4 Filing - Banas Jonathan P @ Cooper-Standard Holdings Inc. - 2024-02-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Banas Jonathan P
2. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc. [ CPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last) (First) (Middle)
40300 TRADITIONS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2024
(Street)
NORTHVILLE, MI48168
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) ( 2 ) 02/14/2024 A 22,794 ( 3 ) ( 3 ) Common stock 22,794 $ 0 22,794 D
Performance Stock Units ( 4 ) ( 5 ) 02/14/2024( 6 ) A 15,250 ( 7 ) ( 7 ) Common stock 15,250 $ 0 15,250 D
Performance Stock Units ( 8 ) ( 9 ) 02/14/2024( 6 ) A 22,526 ( 10 ) ( 10 ) Common stock 22,526 $ 0 22,526 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Banas Jonathan P
40300 TRADITIONS DRIVE
NORTHVILLE, MI48168
EVP and CFO
Signatures
/s/ Denise Balog, on behalf of Jonathan P. Banas under power of attorney 02/16/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These are time-based restricted stock units (RSUs) granted to the reporting person on February 14, 2024, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated.
( 2 )The company settles such RSUs by making an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSU's that have vested.
( 3 )Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of March 1, 2024.
( 4 )Represents performance-based stock units (PSUs) granted to the reporting person on February 16, 2022, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied applicable performance vesting criteria as determined by the Company on February 14, 2024.
( 5 )The Company in its sole discretion settles such PSUs by electing either to (i) make an appropriate book entry in the reporting person's name for a number of shares equal to the number of PSUs that have vested or (ii) deliver an amount of cash equal to the fair market value of a number of shares equal to the number of PSUs that have vested.
( 6 )Represents the date on which the Company determined the number of PSUs actually achieved by the reporting person based on the achievement of certain performance vesting criteria.
( 7 )Subject to the reporting person's continued employment with the company or its affiliates through December 31, 2024, these PSUs shall vest and no longer be subject to forfeiture and will settle on or as soon as practicable following February 14, 2025.
( 8 )Represents performance-based stock units (PSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied the portion of the performance vesting criteria applicable for the year ended December 31, 2023, as determined by the Company on February 14, 2024. The number of PSUs ultimately deemed to be earned for the grant made on February 15, 2023 will be determined following the end of the year ending December 31, 2024.
( 9 )The Company in its sole discretion settles such PSUs by delivering an amount of cash equal to the fair market value of a number of shares equal to the number of PSUs that have vested.
( 10 )Subject to the reporting person's continued employment with the company or its affiliates through December 31, 2024, these PSUs shall vest and no longer be subject to forfeiture and will settle at the time of the final determination of satisfaction of performance criteria for the remaining portion of the PSU, which remains subject to certain performance-based vesting conditions for the year ending December 31, 2024.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.