REG - American Axle & Mfg. - FORM 8 (DD) - American Axle & Mfg Hldgs, Inc.

American Axle & Manufacturing HoldingsAnnouncement

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RNS Number : 0570K  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:                                                     William P. Miller II
 (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:                                                    2 May 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               %((1))               Number               %
 (1) Relevant securities owned and/or controlled:                     43,103               0.04%                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:
                                                                      43,103               0.04%                Nil                  Nil

      TOTAL:
 (1) 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
 Restricted Stock Units  39,474                                                                          1 May 2026((1))  Nil             1 May 2025

             141,983                                                                         Vested with deferred settlement((2))

 

 (1) 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). Full early vesting occurs upon
 death or disability.

 (2) Restricted Stock Units that have vested with settlement deferred until the
 relevant director retires from the board of American Axle & Manufacturing
 Holdings, Inc.

 

(1) 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). Full early vesting occurs upon
death or disability.

 

(2) Restricted Stock Units that have vested with settlement deferred until the
relevant director retires from the board of American Axle & Manufacturing
Holdings, Inc.

 

 

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

 N/A                         N/A            N/A                   N/A

 

(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
 Shares of Common Stock in American Axle & Manufacturing Holdings, Inc      Vesting of Restricted Stock Units     Vesting of Restricted Stock Units over 20,492 Shares of Common Stock in         N/A
                                                                                                                  American Axle & Manufacturing Holdings, Inc. Settlement deferred until
                                                                                                                  retirement from the board of American Axle & Manufacturing Holdings, Inc.

 

 

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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