Sec Form 4 Filing - Anversa Matteo @ GENTHERM Inc - 2022-03-07

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
Anversa Matteo
2. Issuer Name and Ticker or Trading Symbol
GENTHERM Inc [ THRM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Ex VP, CFO & Treasurer
(Last) (First) (Middle)
21680 HAGGERTY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2022
(Street)
NORTHVILLE, MI48167
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 03/07/2022 A 5,695( 1 ) A $ 0 17,130 D
Common Stock 03/07/2022 A 2,877( 2 ) A $ 0 20,007 D
Common Stock 03/07/2022 A 7,124( 3 ) A $ 0 27,131 D
Common Stock 03/07/2022 A 3,383( 4 ) A $ 0 30,514 D
Common Stock 03/07/2022 F 6,720 D $ 70.56 23,794 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
Anversa Matteo
21680 HAGGERTY ROAD
NORTHVILLE, MI48167
Ex VP, CFO & Treasurer
Signatures
/s/ Meredith Ervine, by Power of Attorney 03/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 2, 2019, the Reporting Person was granted performance-based Restricted Stock Units (PSUs) under the 2013 Equity Incentive Plan. The PSUs are earned at 0% - 200% of the target grant award based on the Issuer's three-year total shareholder return ("TSR") relative to a peer group and vest on the later of the date the Compensation Committee determines that the PSUs are earned and the third anniversary of the grant date. On January 2, 2022, the vesting period lapsed, and on March 7, 2022, the Compensation Committee determined that the PSUs were earned at 188% of the target performance level.
( 2 )On January 2, 2019, the Reporting Person was granted PSUs under the 2013 Equity Incentive Plan. The PSUs are earned at 0% - 200% of the target grant award based on the Issuer's return on invested capital measured in the third year ("ROIC") and vest on the later of the date the Compensation Committee determines that the PSUs are earned and the third anniversary of the grant date. On January 2, 2022, the vesting period lapsed, and on March 7, 2022, the Compensation Committee determined that the PSUs were earned at 95% of the target performance level.
( 3 )On February 25, 2019, the Reporting Person was granted performance-based Restricted Stock Units (PSUs) under the 2013 Equity Incentive Plan. The PSUs are earned at 0% - 200% of the target grant award based on the Issuer's three-year total shareholder return ("TSR") relative to a peer group and vest on the later of the date the Compensation Committee determines that the PSUs are earned and the third anniversary of the grant date. On February 25, 2022, the vesting period lapsed, and on March 7, 2022, the Compensation Committee determined that the PSUs were earned at the maximum performance level.
( 4 )On February 25, 2019, the Reporting Person was granted PSUs under the 2013 Equity Incentive Plan. The PSUs are earned at 0% - 200% of the target grant award based on the Issuer's return on invested capital measured in the third year ("ROIC") and vest on the later of the date the Compensation Committee determines that the PSUs are earned and the third anniversary of the grant date. On February 25, 2022, the vesting period lapsed, and on March 7, 2022, the Compensation Committee determined that the PSUs were earned at 95% of the target performance level.

Remarks:
Exhibit 24, Power of Attorney, is attached.

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