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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | $ 0 | 12/01/2015 | A | 20,361 | (6) | (6) | Common Stock | 20,361 | $ 0 | 20,361 | D | ||||
| Restricted Share Units | $ 0 | (4)(7) | (4)(7) | Common Stock | 21,004 | 21,004 | D | ||||||||
| Restricted Share Units | $ 0 | (4)(8) | (4)(8) | Common Stock | 15,000 | 15,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Villavarayan Chris C/O MERITOR, INC. 2135 WEST MAPLE ROAD TROY, MI 48084-7186 |
Pres., Americas | |||
| /s/ Chris Villavarayan, By: Sandra J. Quick, Attorney-in-Fact | 12/03/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The sales reported in this Form 4 were effected to cover tax withholding obligations upon vesting of 4,670 Restricted Share Units ("RSUs"). |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $10.24 to $10.51, inclusive. The reporting person undertakes to provide to Meritor, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| (3) | Reflects vesting on December 1, 2015 of 4,670 RSUs. (Note: the number of shares of common stock held by Mr. Villavarayan corrects the previously reported total amount. The previously reported amount inadvertently included his separately reported indirectly held shares in the Meritor, Inc. Savings Plan and Supplemental Savings Plan within the directly held amount and overstated his shares by 4,423.) |
| (4) | The amount of securities shown as beneficially owned by Mr. Villavarayan has been reduced by 36,004 RSUs, which were previously reported on Table I. This Form 4 reflects the previously reported 12/1/14 grant of 21,004 RSUs and 12/1/13 grant of 15,000 RSUs on Table II. |
| (5) | Between May 1, 2015 and December 1, 2015, the reporting person acquired 147 shares of common stock of the Company under the Meritor, Inc. Savings Plan. Shares are purchased periodically and held in Meritor common stock funds in an employee benefit trust fund established under the Meritor, Inc. Savings Plan. The information on this report is based on information furnished by the plan administrator as of December 1, 2015. |
| (6) | Acquisition of RSUs as equity compensation. The date of grant of the RSUs was December 1, 2015. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, which occurs at the earlier of three years from the date of grant or upon termination of employment with the Company under certain circumstances. |
| (7) | The date of grant of the RSUs was December 1, 2014. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions described in footnote 6 above. |
| (8) | The date of grant of the RSUs was December 1, 2013. Each RSU represents the right to receive one share of common stock of the Company or its cash equivalent upon the vesting date, subject to the terms and conditions described in footnote 6 above. |