Gary S. Michel - Jun 7, 2021 Form 4 Insider Report for COOPER TIRE & RUBBER CO (CTB)

Role
Director
Signature
/s/ Jack Jay McCracken, Attorney-In-Fact for Gary S. Michel
Stock symbol
CTB
Transactions as of
Jun 7, 2021
Transactions value $
-$1,474,866
Form type
4
Date filed
6/8/2021, 09:14 PM
Previous filing
May 10, 2021
Next filing
Jun 22, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTB Phantom Stock Disposed to Issuer -$1.47M -24.8K -100% $59.48 0 Jun 7, 2021 Common Stock 24.8K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gary S. Michel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 One-for-one.
F3 The phantom stock units were accrued over time under Cooper Tire's equity plans, and were generally to be settled in cash upon the reporting person's termination of service as a director. Pursuant to the Merger Agreement, the phantom stock units were canceled and converted at the Effective Time into the right to receive $59.48 per unit.