Sec Form 4 Filing - Heffron Timothy J. @ MERITOR, INC. - 2019-12-01

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
Heffron Timothy J.
2. Issuer Name and Ticker or Trading Symbol
MERITOR, INC. [ MTOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, HR & CIO
(Last) (First) (Middle)
C/O MERITOR, INC., 2135 WEST MAPLE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2019
(Street)
TROY, MI48084-7186
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 12/01/2019 M 5,058 A $ 0 36,799 ( 1 ) D
Common Stock 12/01/2019 M 39,854 A $ 0 76,653 ( 1 ) D
Common Stock 12/01/2019 M 18,324 A $ 0 94,977 ( 1 ) D
Common Stock 12/02/2019 S( 2 ) 28,217 D $ 24.7344 ( 3 ) 66,760 D
Common Stock 12/03/2019 S 35,019 D $ 23.9174 ( 4 ) 31,741 D
Common Stock 11,555 ( 5 ) I Meritor Savings Plan
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 Share Units $ 0 12/01/2019 M 5,058 ( 1 ) ( 1 ) Common Stock 5,058 $ 0 0 D
Restricted Share Units $ 0 12/01/2019 M 39,854 ( 1 ) ( 1 ) Common Stock 39,854 $ 0 0 D
Restricted Share Units $ 0 12/01/2019 M 18,324 ( 1 ) ( 1 ) Common Stock 18,324 $ 0 0 D
Restricted Share Units $ 0 12/01/2019 A 10,614 ( 6 ) ( 6 ) Common Stock 10,614 $ 0 10,614 D
Restricted Share Units $ 0 ( 7 ) ( 7 ) Common Stock 16,000 16,000 D
Restricted Share Units $ 0 ( 8 ) ( 8 ) Common Stock 9,439 9,439 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Heffron Timothy J.
C/O MERITOR, INC.
2135 WEST MAPLE ROAD
TROY, MI48084-7186
SVP, HR & CIO
Signatures
/s/ Timothy J. Heffron, By: Scott M. Confer, Attorney-in-fact 12/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects vesting of Restricted Share Units ("RSUs") on December 1, 2019.
( 2 )The sales reported in this Form 4 were effected to cover tax withholding obligations upon vesting of RSUs.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $24.33 to $25.52, inclusive. The reporting person undertakes to provide to Meritor, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $23.67 to $24.35, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 5 )Shares purchased periodically and held in Company common stock funds in an employee benefit trust fund established under the Meritor, Inc. Savings Plan, based on information furnished by the plan administrator as of December 1, 2019.
( 6 )Acquisition of RSUs as equity compensation. The date of grant of the RSUs was December 1, 2019. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances.
( 7 )The date of grant of the RSUs was December 1, 2018. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances.
( 8 )The date of grant of the RSUs was December 1, 2017. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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