Sec Form 4 Filing - Whitesell Paula S @ COOPER TIRE & RUBBER CO - 2021-06-07

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
Whitesell Paula S
2. Issuer Name and Ticker or Trading Symbol
COOPER TIRE & RUBBER CO [ CTB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
701 LIMA AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/07/2021
(Street)
FINDLAY, OH45840
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 ( 2 ) 06/07/2021 D 16,396 D 0 D
Common Stock ( 4 ) 06/07/2021 A 1,700 A 1,700 D
Common Stock ( 4 ) 06/07/2021 D 1,700 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whitesell Paula S
701 LIMA AVENUE
FINDLAY, OH45840
Senior Vice President
Signatures
/s/ Jack Jay McCracken, Attorney-In-Fact for Paula S. Whitesell 06/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2021, The Goodyear Tire & Rubber Company ("Goodyear") acquired Cooper Tire & Rubber Company ("Cooper Tire") in a merger transaction (the "Merger") which became effective on June 7, 2021. At the effective time of the Merger (the "Effective Time"), each share of Cooper Tire's common stock, par value of $1.00 per share converted into the right to receive (A) $41.75 in cash, without interest, and (B) 0.907 of a share of Goodyear common stock, no par value ("Merger Consideration"). On June 7, 2021, the closing price for Goodyear common stock was $19.39.
( 2 )Reflects restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock.
( 3 )Pursuant to the Merger Agreement, each outstanding RSU converted at the Effective Time into a right to receive the Merger Consideration.
( 4 )Reflects performance stock units ("PSUs"), each of which represents a contingent right to receive one share of Cooper Tire common stock.
( 5 )Pursuant to the Merger Agreement, outstanding PSUs converted at the Effective Time into a right to receive Merger Consideration as follows: (A) for PSUs notionally earned for measurement periods completed prior to the Effective Time but not yet settled, based on the number of shares of Cooper Tire common stock determined based on actual achievement of the applicable performance goals for such measurement periods; and (B) for PSUs for a measurement period that had begun but was not complete as of the Effective Time (and which PSUs had not been notionally earned prior to the Effective Time), based on the number of shares of Cooper Tire common stock determined as if the applicable performance goals had been achieved for such measurement period at the target level of performance, prorated for the number of days between the commencement of the measurement period and the Effective Time as compared to the number of days in the entire measurement period.

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