Sec Form 4 Filing - Bitzer Barbara J @ REMY INTERNATIONAL, INC. - 2015-11-10

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Bitzer Barbara J
2. Issuer Name and Ticker or Trading Symbol
REMY INTERNATIONAL, INC. [ REMY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP & Global Controller
(Last) (First) (Middle)
C/O REMY INTERNATIONAL, INC., 600 CORPORATION DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2015
(Street)
PENDLETON, IN46064
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
Common Stock 11/10/2015 D 12,576 ( 1 ) D $ 29.5 ( 1 ) 0 D
Common Stock 11/10/2015 D 230 ( 1 ) D $ 29.5 ( 1 ) 0 I By spouse
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
Stock Option (right To Purchase) $ 23.01 11/10/2015 D 12,379 ( 2 ) 02/23/2022 Common Stock 12,379 ( 2 ) 0 D
Stock Option (right To Purchase) $ 21.98 11/10/2015 D 6,368 ( 2 ) 02/18/2021 Common Stock 6,368 ( 2 ) 0 D
Stock Option (right To Purchase) $ 18.5 11/10/2015 D 3,955 ( 2 ) 02/21/2020 Common Stock 3,955 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bitzer Barbara J
C/O REMY INTERNATIONAL, INC.
600 CORPORATION DRIVE
PENDLETON, IN46064
VP & Global Controller
Signatures
/s/ Jeremiah J. Shives, as attorney-in-fact 11/10/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 12, 2015 (the "Merger Agreement") by and among BorgWarner Inc., Band Merger Sub, Inc. and the Issuer, each share of the Issuer's common stock (including time- and performance-based shares of restricted common stock with performance vesting conditions treated as vested at the target performance level) issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was at the Effective Time converted into the right to receive $29.50 in cash, less any applicable withholding taxes.
( 2 )Pursuant to the terms of the Merger Agreement, this option to purchase the Issuer's common stock outstanding was fully vested and cancelled at the Effective Time and, in exchange therefore, the holder of such option became entitled to receive a cash payment equal to the product of (a) the total number of shares of the Issuer's common stock previously subject to such option and (b) the excess of $29.50 over the exercise price of the option, less any applicable withholding taxes.

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).
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