Jeffrey S. Edwards - Feb 12, 2025 Form 4 Insider Report for Cooper-Standard Holdings Inc. (CPS)

Signature
/s/ Denise Balog, on behalf of Jeffrey S. Edwards under Power of Attorney
Stock symbol
CPS
Transactions as of
Feb 12, 2025
Transactions value $
-$1,636,328
Form type
4
Date filed
2/14/2025, 02:54 PM
Previous filing
Oct 25, 2024
Next filing
Feb 18, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CPS Common stock Award $0 +33.6K +16.95% $0.00 232K Feb 12, 2025 Direct F1
transaction CPS Common stock Tax liability -$141K -9.8K -4.22% $14.41 222K Feb 12, 2025 Direct
transaction CPS Common stock Options Exercise +104K +46.71% 326K Feb 12, 2025 Direct F2
transaction CPS Common stock Disposed to Issuer -$1.5M -104K -31.84% $14.41 222K Feb 12, 2025 Direct F2
holding CPS Common stock 13.2K Feb 12, 2025 By Trust F3
holding CPS Common stock 22.9K Feb 12, 2025 By Living Trust F4

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 +100K $0.00 100K Feb 12, 2025 Common stock 100K Direct F5, F6, F7
transaction CPS Performance Stock Units Award $0 +49K $0.00 49K Feb 12, 2025 Common stock 49K Direct F2, F8, F9, F10
transaction CPS Performance Stock Units Options Exercise $0 -104K -100% $0.00 0 Feb 12, 2025 Common stock 104K Direct F11, F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Shares held by an irrevocable family trust for which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of the stock held by the trust except to the extent of his pecuniary interest therein.
F4 Shares held by a revocable living trust for which Reporting Person is the sole trustee.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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.
F12 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.
F13 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 on or as soon as practicable following February 12, 2025.