REG - American Axle & Mfg. - FORM 8 (DD) - American Axle & Mfg Hldgs, Inc.
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RNS Number : 0477K American Axle & Mfg Hldgs, Inc. 23 May 2025
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: David C. Dauch
(b) Owner or controller of interests and short positions disclosed, if N/A
different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form American Axle & Manufacturing Holdings, Inc.
relates:
Use a separate form for each offeror/offeree
(d) Status of person making the disclosure: Person acting in concert with the offeror (American Axle & Manufacturing
Holdings, Inc.)
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken: 4 March 2025
(f) In addition to the company in 1(c) above, is the discloser making NO
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates following the dealing
Class of relevant security: Shares of Common Stock in American Axle & Manufacturing Holdings, Inc
Interests Short positions
Number %((2)) Number %
(1) Relevant securities owned and/or controlled: 4,699,494((1)) 3.99% Nil Nil
(2) Cash-settled derivatives: Nil Nil Nil Nil
(3) Stock-settled derivatives (including options) and agreements to Nil Nil Nil Nil
purchase/sell:
4,699,494 3.99% Nil Nil
TOTAL:
(1) Includes interests held by close relatives.
(2) Percentages have been given to two decimal places and are calculated on
the basis of American Axle & Manufacturing Holdings, Inc. having
117,581,028 shares of common stock.
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors'
and other employee options)
Class of relevant security in relation to which subscription right exists: Shares of Common Stock in American Axle & Manufacturing Holdings, Inc
Details, including nature of the rights concerned and relevant percentages:
Type of interest Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Vesting Date Exercise Price Grant Date
That Have Not Vested
Performance shares 245,029 (target) 1 January 2026((1)) Nil 28 February 2023
318,972 (target) 1 January 2027((1)) Nil 4 March 2024
453,948 (target) 1 January 2028((1)) Nil 3 March 2025
Performance units (cash settled) 2,156,250 (target) 1 January 2026((2)) Nil 28 February 2023
2,156,250 (target) 1 January 2027((2)) Nil 4 March 2024
2,156,250 (target) 1 January 2028((2)) Nil 3 March 2025
Restricted Stock Units 326,705 28 February 2026((3)) Nil 28 February 2023
425,296 4 March 2027((3)) Nil 4 March 2024
605,264 3 March 2028((3)) Nil 3 March 2025
(1) Performance shares shall vest on the vesting date set out above and be
transferred to the participant as shares, subject to the achievement of
pre-established performance goals based primarily on the three-year cumulative
free cash flows of American Axle & Manufacturing Holdings, Inc, adjusted
based on a total shareholder return measure. Pro rata early vesting occurs
upon death, disability, retirement or termination by American Axle &
Manufacturing Holdings, Inc without cause.
(2) Performance units shall vest on the vesting date set out above and be
settled in cash, subject to the achievement of pre-established performance
goals based on the free cash flows of American Axle & Manufacturing
Holdings, Inc, adjusted based on a total shareholder return measure. Pro rata
early vesting occurs upon death, disability, retirement or termination by
American Axle & Manufacturing Holdings, Inc without cause.
(3) Restricted Stock Units shall vest on the vesting date set out above
(provided that the participant's employment is not terminated for any reason
prior to the vesting date, in which case the Restricted Stock Units shall be
forfeited and cancelled without consideration). Pro rata early vesting occurs
upon retirement and full early vesting occurs upon death or disability.
(1) Performance shares shall vest on the vesting date set out above and be
transferred to the participant as shares, subject to the achievement of
pre-established performance goals based primarily on the three-year cumulative
free cash flows of American Axle & Manufacturing Holdings, Inc, adjusted
based on a total shareholder return measure. Pro rata early vesting occurs
upon death, disability, retirement or termination by American Axle &
Manufacturing Holdings, Inc without cause.
(2) Performance units shall vest on the vesting date set out above and be
settled in cash, subject to the achievement of pre-established performance
goals based on the free cash flows of American Axle & Manufacturing
Holdings, Inc, adjusted based on a total shareholder return measure. Pro rata
early vesting occurs upon death, disability, retirement or termination by
American Axle & Manufacturing Holdings, Inc without cause.
(3) Restricted Stock Units shall vest on the vesting date set out above
(provided that the participant's employment is not terminated for any reason
prior to the vesting date, in which case the Restricted Stock Units shall be
forfeited and cancelled without consideration). Pro rata early vesting occurs
upon retirement and full early vesting occurs upon death or disability.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
Shares of Common Stock in American Axle & Manufacturing Holdings, Inc Shares withheld to cover tax liabilities in connection with the shares 173,867 $4.96
acquired in satisfaction of the settlement of 2022 Restricted Stock Units
grant.
Shares of Common Stock in American Axle & Manufacturing Holdings, Inc Shares withheld to cover tax liabilities in connection with the shares 96,497 $4.96
acquired in satisfaction of the vesting of 2022 performance shares
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser
Class of relevant security Purchases/ sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received
N/A N/A N/A N/A N/A
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD e.g. opening/closing a long/short position, increasing/reducing a long/short
position
N/A N/A N/A N/A N/A
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type Expiry date Option money paid/ received per unit
e.g. American, European etc.
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
N/A N/A N/A N/A N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
Performance shares Grant of 453,948 performance shares under the Amended and Restated American Performance shares shall vest on the vesting date set out in section 2(b) Nil
Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan above and be transferred to the participant as shares, subject to the
achievement of pre-established performance goals based primarily on the
three-year cumulative free cash flows of American Axle & Manufacturing
Holdings, Inc, adjusted based on a total shareholder return measure.
Performance units (cash settled) Grant of 2,156,250 performance units under the Amended and Restated American Performance units shall vest on the vesting date set out in section 2(b) above Nil
Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan and be settled in cash, subject to the achievement of pre-established
performance goals based on the free cash flows of American Axle &
Manufacturing Holdings, Inc, adjusted based on a total shareholder return
measure.
Shares of Common Stock in American Axle & Manufacturing Holdings, Inc Payout of performance shares Vesting of 215,393 performance shares based on performance of 111% against the Nil
target. Granted on 28 February 2022.
Shares of Common Stock in American Axle & Manufacturing Holdings, Inc Settlement of Restricted Stock Units Settlement of 388,094 Restricted Stock Units upon vesting on the third Nil
anniversary of their grant date (28 February 2022).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer or person acting in concert making the disclosure and any other
person:
Irrevocable commitments and letters of intent should not be included. If
there are no such agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer or person acting in concert making the
disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 23 May 2025
Contact name: Matthew Paroly, Vice President and General Counsel
Telephone number: +1 (248) 882-7236
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .
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