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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 | ||||||||
| Salary Stock Units (1) | $ 0 (3) | 06/30/2011 | M | 1,548 (2) | (1) | (1) | Common Stock | 1,548 (2) | (3) | 1,548 (2) | D | ||||
| Salary Stock Units (4) | $ 0 (3) | 06/30/2011 | M | 2,802 (5) | (1) | (1) | Common Stock | 2,802 (2) | (3) | 5,598 (2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ardila Jaime 300 RENAISSANCE CENTER M/C: 482-C25-A36 DETROIT, MI 48265-3000 |
Vice President | |||
| /s/ Anne T. Larin, attorney-in-fact for Mr. Ardila | 07/05/2011 | |
| **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 Common Stock reported in this item was issued upon the settlement of a portion of a grant of Salary Stock Units ("SSUs) deemed to have been issued, nunc pro tunc, on June 30, 2009 pursuant to the Company's Salary Stock Plan (the "GMSSP") and vested upon grant. The portion of this award currently payable was settled on June 30, 2011 in shares of Common Stock, less a portion withheld for taxes. |
| (2) | On June 30, 2009 the employee received a grant of 1,548 SSUs, of which 516 SSUs were scheduled to be payable on June 30, 2011. On November 1, 2010 the Company amended its certificate of incorporation to effect a stock split in which each issued and outstanding share of Common Stock was converted into three shares of Common Stock (the "Stock Split"). Pursuant to the terms of the GMSSP, each issued and outstanding SSUs was automatically converted upon the effectiveness of the Stock Split into three SSUs, so that the employee was credited with a total of 4,644 SSUs granted on June 30, 2009, of which 1,548 SSUs became payable on June 30, 2011. |
| (3) | The SSUs do not have an expiration or exercise date or carry a conversion or exercise price. Each SSU is the economic equivalent of one share of the Company's common stock. Under the GMSSP, the Fair Market Value of the Company's common stock is defined as the average of the high and low trading prices for the Company's common stock as reported on the New York Stock Exchange, on which the Company's common stock is listed, on the date of the transaction, which was $30.39. |
| (4) | The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs issued on June 30, 2010 pursuant to the GMSSP and vested upon grant. The portion of this award currently payable was settled on June 30, 2011 in shares of Common Stock, less a portion withheld for taxes. |
| (5) | On June 30, 2010 the employee received a grant of 2,802 SSUs, of which 934 SSUs were scheduled to be payable on June 30, 2011. Pursuant to the terms of the GMSSP, each issued and outstanding SSUs was automatically converted upon the effectiveness of the Stock Split into three SSUs, so that the employee was credited with a total of 8,406 SSUs granted on June 30, 2010, of which 2,802 SSUs became payable on June 30, 2011. |
| (6) | The SSUs reported in this item were awarded on June 30, 2011 pursuant to the GMSSP. The SSUs will be delivered in the form of shares of Common Stock in thre equal, annual installments beginning on June 30, 2012. |