Cooper Standard
Cooper-Standard Holdings Inc. (Form: 4, Received: 02/22/2017 16:30:33)
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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

2/21/2017
(Street)

NOVI, MI 48375
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/21/2017     M    48000   A $25.52   81972   D    
Common stock   2/21/2017     F    27550   D $118.10   54422   D    
Common stock   2/21/2017     M    7569   A $25.52   61991   D    
Common stock   2/21/2017     F    4377   D $118.10   57614   D    
Common stock   2/21/2017     M    13000   A $46.75   70614   D    
Common stock   2/21/2017     F    8775   D $118.10   61839   D    
Common stock   2/21/2017     M    17700   A $45   79539   D    
Common stock   2/21/2017     F    11806   D $118.10   67733   D    
Common stock   2/21/2017     M    21900   A $38.74   89633   D    
Common stock   2/21/2017     F    13983   D $118.10   75650   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   (1) $25.52   2/21/2017     M         48000    5/27/2012   5/27/2020   Common stock   48000.0   $0   0   D    
Employee stock options (right to buy)   (2) $25.52   2/21/2017     M         7569    5/27/2012   (3) 5/27/2020   Common stock   7569.0   $0   4372   D    
Employee stock options (right to buy)   (4) $46.75   2/21/2017     M         13000    3/15/2014   3/15/2021   Common stock   13000.0   $0   0   D    
Stock Options   (5) $45.0   2/21/2017     M         17700    3/9/2015   3/9/2022   Common stock   17700.0   $0   0   D    
Stock Options   (6) $38.74   2/21/2017     M         21900    5/9/2016   5/9/2023   Common stock   21900.0   $0   0   D    

Explanation of Responses:
( 1)  These restricted stock options were granted to the reporting person on May 27, 2010, under the 2010 Cooper-Standard Holdings Inc. Management Incentive Plan.
( 2)  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.
( 3)  Assuming continued employment, 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.
( 4)  These employee stock options were granted to the reporting person on March 15, 2011, under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan ("2011 Omnibus Incentive Plan").
( 5)  These restricted stock options (right to buy) were granted to the reporting person on March 9, 2012, under the 2011 Omnibus Incentive Plan.
( 6)  These restricted stock options (right to buy) were granted to the reporting person on February 15, 2013, under the 2011 Omnibus Incentive Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stephenson Keith Dwayne
39550 ORCHARD HILL PLACE
NOVI, MI 48375


Executive VP and COO

Signatures
/s/ Kristan L. Miller, on behalf of Keith D. Stephenson under Power of Attorney 2/22/2017
** Signature of Reporting Person 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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