Patrick Clark - 12 Feb 2025 Form 4 Insider Report for Cooper-Standard Holdings Inc. (CPS)

Signature
/s/ Denise Balog, on behalf of Patrick Clark, under Power of Attorney
Issuer symbol
CPS
Transactions as of
12 Feb 2025
Net transactions value
-$318,864
Form type
4
Filing time
14 Feb 2025, 14:53:01 UTC
Previous filing
05 Mar 2024
Next filing
18 Feb 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CPS Common stock Options Exercise +20,478 20,478 12 Feb 2025 Direct F1
transaction CPS Common stock Disposed to Issuer $295,088 -20,478 -100% $14.41 0 12 Feb 2025 Direct F1
transaction CPS Common stock Award $0 +4,866 $0.000000 4,866 12 Feb 2025 Direct F2
transaction CPS Common stock Tax liability $23,776 -1,650 -34% $14.41 3,216 12 Feb 2025 Direct
transaction CPS Common stock Gift $0 -3,216 -100% $0.000000 0 12 Feb 2025 Direct
transaction CPS Common stock Gift $0 +3,216 +16% $0.000000 23,934 12 Feb 2025 By Trust F3

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 CPS Restricted Stock Units Award $0 +21,080 $0.000000 21,080 12 Feb 2025 Common stock 21,080 Direct F4, F5, F6
transaction CPS Performance Stock Units Award $0 +9,676 $0.000000 9,676 12 Feb 2025 Common stock 9,676 Direct F1, F7, F8, F9
transaction CPS Performance Stock Units Options Exercise $0 -20,478 -100% $0.000000 0 12 Feb 2025 Common stock 20,478 Direct F10, F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Company in its sole discretion settles such performance-based stock units (PSUs) by delivering an amount of cash equal to the fair market value of a number of shares equal to the number of PSUs that have vested.
F2 Represents Common stock distributed to the Reporting Person based on performance-based stock units (PSUs) granted to the reporting person on February 16, 2022, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, which were deemed to have satisfied applicable performance vesting criteria as determined by the Company on February 12, 2025 (Determination Date), and distributed to the Reporting Person on the Determination Date.
F3 Revocable family trust for which Reporting Person is the sole trustee.
F4 These are time-based restricted stock units (RSUs) granted to the reporting person on February 12, 2025, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated.
F5 The company settles such RSUs by making an appropriate book entry in the reporting person's name for a number of shares equal to the number of RSU's that have vested.
F6 Subject to the reporting person's continued employment with the company or its affiliates through the applicable vesting date, one third of these RSUs shall vest and no longer be subject to forfeiture on each of the first three anniversaries of the date of March 1, 2025.
F7 Represents performance-based stock units (PSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied the portion of the performance vesting criteria applicable for the year ended December 31, 2024, as determined by the Company on February 12, 2025
F8 Represents the date on which the Company determined the number of PSUs actually achieved by the reporting person based on the achievement of certain performance vesting criteria.
F9 Subject to the reporting person's continued employment with the company or its affiliates through December 31, 2025, these PSUs shall vest and no longer be subject to forfeiture and will settle on or as soon as practicable following February 12, 2026.
F10 Represents performance-based stock units (PSUs) granted to the reporting person on February 15, 2023, under Cooper-Standard Holdings Inc. 2021 Omnibus Incentive Plan, as amended and restated, which were deemed to have satisfied the portion of the performance vesting criteria applicable for the year ended December 31, 2023, as determined by the Company on February 14, 2024.
F11 The Company in its sole discretion settles such PSUs by delivering an amount of cash equal to the fair market value of a number of shares equal to the number of PSUs that have vested.
F12 Subject to the reporting person's continued employment with the company or its affiliates through December 31, 2024, these PSUs shall vest and no longer be subject to forfeiture and will settle settle on or as soon as practicable following February 12, 2025.

Remarks:

President, Sealing Systems and Chief Manufacturing Officer