Sec Form 4 Filing - Stephenson Keith Dwayne @ Cooper-Standard Holdings Inc. - 2018-03-12

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 Stephenson Keith Dwayne 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) Executive VP and COO (Last) (First) (Middle) 39550 ORCHARD HILL PLACE 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2018 (Street) NOVI, MI48375 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 03/12/2018 M 2,756 A $ 25.52 74,169 ( 1 ) D Common stock 03/12/2018 F 1,525 D $ 122.79 72,644 D Common stock 03/12/2018 M 20,800 A $ 56.27 93,444 D Common stock 03/12/2018 F 14,445 D $ 122.79 78,999 D Common stock 03/13/2018 S 16,000 D $ 122.61 ( 2 ) 62,999 D

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 Employee stock options (right to buy) ( 3 ) $ 25.52 03/12/2018 M 2,756 ( 4 ) 05/27/2020 Common stock 2,756 $ 0 0 D Employee stock options (right to buy) ( 5 ) $ 56.27 03/12/2018 M 20,800 ( 6 ) 02/19/2025 Common stock 20,800 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stephenson Keith Dwayne 39550 ORCHARD HILL PLACE NOVI, MI48375 Executive VP and COO Signatures /s/ Joanna M. Totsky, on behalf of Keith D. Stephenson under power of attorney 03/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount (and accordingly, each amount in this column 5) includes one share that was not previously reported due to a bookkeeping error. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $122.50 to $123.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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. ( 3 )These restricted stock options in respect of warrants were granted to the reporting person on May 27, 2010, under the 2010 Cooper-Standard Holdings Inc. Management Incentive Plan. ( 4 )Subject to the reporting person's continued employment with the company or its affiliate, one-fourth of the restricted options in respect of warrants shall vest (i) on each of the first four (4) anniversary dates of the date of grant and (ii) upon the exercise of certain outstanding warrants that have been issued in respect of the Company's common stock. The number of options that will vest under clause (ii) will be based on a formula that is tied to the percentage of warrants that are exercised. ( 5 )These restricted stock options were granted to the reporting person on February 19, 2015, under the 2011 Omnibus Incentive Plan, as amended and restated. ( 6 )Subject to the reporting person's continued employment with the company or its affiliate, one third of the options shall vest on each of the first three anniversaries of the grant date.

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).

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