Statement of Changes in Beneficial Ownership (4)
October 06 2020 - 6:13AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Quinlan Kevin |
2. Issuer Name and Ticker or Trading Symbol
Delphi Technologies PLC
[
DLPH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President |
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(Last)
(First)
(Middle)
C/O DELPHI TECHNOLOGIES PLC, 1 ANGEL COURT, 10TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2020 |
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(Street)
LONDON, X0 EC2R 7HJ
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Ordinary Shares | 10/1/2020 | | D | | 7028 | D | $0.00 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Share Units | (2) | 10/1/2020 | | D | | | 20637 | (2) | (2) | Ordinary Shares | 20637 | $16.60 (2) | 0 | D | |
| Restricted Share Units | (3) | 10/1/2020 | | D | | | 52077 | (3) | (3) | Ordinary Shares | 52077 | $16.60 (3) | 0 | D | |
| Explanation of Responses: |
| (1) | Reflects the disposition of ordinary shares of the Issuer as contemplated by the Transaction Agreement, dated as of January 28, 2020, as amended (the "Transaction Agreement") between the Issuer and BorgWarner Inc. ("BorgWarner"), pursuant to which BorgWarner acquired the Issuer pursuant to a scheme of arrangement (the "Scheme") under Part 18A of the Companies (Jersey) Law 1991, as amended (the "Transaction"). In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each ordinary share was exchanged for 0.4307 of a newly issued share of BorgWarner common stock, par value $0.01 per share, and cash in lieu of any fractional share of BorgWarner common stock. |
| (2) | Reflects the disposition of restricted share unit awards of the Issuer as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each restricted share unit award was cancelled and converted into the right to receive an amount of cash determined in accordance with the formula set forth in the Transaction Agreement. |
| (3) | Reflects the disposition of performance-based restricted share units awards as contemplated by the Transaction Agreement. In accordance with the terms of the Transaction Agreement, at the effective time of the Scheme, each performance-based restricted share unit award was cancelled and converted into the right to receive an amount of cash determined in accordance with the formula set forth in the Transaction Agreement (which were calculated based on the target number of ordinary shares of Issuer subject to such performance-based restricted share unit award). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Quinlan Kevin
C/O DELPHI TECHNOLOGIES PLC
1 ANGEL COURT, 10TH FLOOR
LONDON, X0 EC2R 7HJ |
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| Senior Vice President |
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Signatures
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| /s/ Robert Boyle, Attorney-in-fact for Kevin Quinlan | | 10/5/2020 |
| **Signature of Reporting Person | Date |
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