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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 | 12/01/2016 | A | 24,276 | (6) | (6) | Common Stock | 24,276 | $ 0 | 24,276 | D | ||||
| Restricted Share Units | $ 0 | 12/01/2016 | M | 17,487 | (1) | (1) | Common Stock | 17,487 | $ 0 | 0 | D | ||||
| Restricted Share Units | $ 0 | 12/01/2016 | M | 15,000 | (2) | (2) | Common Stock | 15,000 | $ 0 | 0 | D | ||||
| Restricted Share Units | $ 0 | (7) | (7) | Common Stock | 15,232 | 15,232 | D | ||||||||
| Restricted Share Units | $ 0 | (8) | (8) | Common Stock | 12,235 | 12,235 | D | ||||||||
| Restricted Share Units | $ 0 | (9) | (9) | Common Stock | 10,466 | 10,466 | D | ||||||||
| Restricted Share Units | $ 0 | (10) | (10) | Common Stock | 21,004 | 21,004 | D | ||||||||
| Common Stock Share Equivalents | $ 0 | (11) | (11) | Common Stock | 1,881 | 1,881 (11) | I | Meritor Supplemental Savings Plan | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Villavarayan Chris C/O MERITOR, INC. 2135 WEST MAPLE ROAD TROY, MI 48084-7186 |
SVP & Pres., Americas | |||
| /s/ Chris Villavarayan, By: April Miller Boise, Attorney-in-fact | 12/05/2016 | |
| **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) | Reflects vesting on December 1, 2016 of 17,487 Restricted Share Units ("RSUs"). |
| (2) | Reflects vesting on December 1, 2016 of 15,000 RSUs. |
| (3) | The sales reported in this Form 4 were effected to cover tax withholding obligations upon vesting of 32,487 RSUs. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.23 to $12.67, 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. |
| (5) | Shares purchased periodically and held in Company common stock funds in an employee benefit trust fund established under the Meritor, Inc. Savings Plan, based on information furnished by the plan administrator as of December 1, 2016. |
| (6) | Acquisition of RSUs as equity compensation. The date of grant of the RSUs was December 1, 2016. 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 the acquisition of the RSUs was November 2, 2016 following satisfaction of the performance criteria applicable thereto. 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 February 1, 2017 or upon termination of employment with the Company under certain circumstances. |
| (8) | The date of grant of the RSUs was May 1, 2016. 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. |
| (9) | 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, subject to the terms and conditions described in footnote 6 above. |
| (10) | 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. |
| (11) | Between November 2, 2016 and December 1, 2016, the reporting person acquired 59 share equivalents related to Company common stock held under the Meritor, Inc. Supplemental Savings Plan, based on information furnished by the plan administrator as of December 1, 2016. |