Sec Form 4 Filing - BROWN THOMAS K @ Tower International, Inc. - 2019-09-30

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
BROWN THOMAS K
2. Issuer Name and Ticker or Trading Symbol
Tower International, Inc. [ TOWR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TOWER INTERNATIONAL, INC., 17672 LAUREL PARK DR. NORTH, SUITE 400E
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2019
(Street)
LIVONIA, MI48152
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, Par Value $0.01 Per Share 09/30/2019 U 6,390 D 0 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
Restricted Stock Units ( 2 ) 09/30/2019 D 3,922.6 ( 3 ) ( 3 ) Common Stock, Par Value $0.01 Per Share 3,922.6 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 09/30/2019 D 4,081.7 ( 3 ) ( 3 ) Common Stock, Par Value $0.01 Per Share 4,081.7 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 09/30/2019 D 4,553.75 ( 3 ) ( 3 ) Common Stock, Par Value $0.01 Per Share 4,553.75 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 09/30/2019 D 3,691.27 ( 3 ) ( 3 ) Common Stock, Par Value $0.01 Per Share 3,691.27 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 09/30/2019 D 2,881.4 ( 3 ) ( 3 ) Common Stock, Par Value $0.01 Per Share 2,881.4 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 09/30/2019 D 7,210.25 ( 3 ) ( 3 ) Common Stock, Par Value $0.01 Per Share 7,210.25 ( 3 ) 0 D
Restricted Stock Units ( 2 ) 09/30/2019 D 7,748.81 ( 3 ) ( 3 ) Common Stock, Par Value $0.01 Per Share 7,748.81 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROWN THOMAS K
C/O TOWER INTERNATIONAL, INC.
17672 LAUREL PARK DR. NORTH, SUITE 400E
LIVONIA, MI48152
X
Signatures
/s/ Nanette Dudek, Attorney-in-Fact 09/30/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, by and among Tower International, Inc., a Delaware corporation (the "Company"), Autokiniton US Holdings, Inc., a Delaware corporation ("Parent"), and Tiger Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Company, with the Company continuing as a direct wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement and the terms of the Offer to Purchase, dated August 15, 2019, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was converted into the right to receive $31.00 in cash, net of applicable tax withholding, without interest.
( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one Share.
( 3 )Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $31.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was cancelled and converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $31.00 for each Share underlying the RSU, net of applicable tax withholdings.

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