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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 | ||||||||
| Stock Options (Right to Buy) | $ 3.64 | 02/18/2008 | D(1)(2) | 13,290 | (1)(2) | 09/21/2016 | Common Stock | 13,290 | (1) (2) | 0 (3) | D | ||||
| Stock Options (Right to Buy) | $ 3.66 | 02/18/2008 | A(1)(2) | 13,290 | (1)(2) | 09/21/2016 | Common Stock | 13,290 | (1) (2) | 13,290 (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| REILLY JOHN PAUL C/O AMERICAN AXLE & MANUF. HOLDINGS 1840 HOLBROOK AVENUE DETROIT, MI 48212 |
X | |||
| Brad S. Kalter as attorney-in-fact for John P. Reilly | 02/20/2008 | |
| **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) | For Section 16 purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged. |
| (2) | On February 18, 2008, the Reporting Person entered into an agreement with the Registrant to amend the exercise prices of certain eligible stock options. The exercise prices of these eligible options were based on a formula set forth in the Registrant's outstanding warrant agreement, which provides for an exercise price per share equal to the 10-day trailing average closing price per share of the Registrant's common stock prior to the date of grant. As a result, the exercise prices for these eligible options were less than the closing sale price per share of the Registrant's common stock on the dates of grant. Pursuant to the amendment agreement, the exercise price per share of each of the eligible options will increase to the closing sale price per share of the Registrant's common stock on the date of grant of that eligible option. |
| (3) | The amount shown in Column 9 reflects the number of Common Shares that may be acquired on exercise of Non-Employee Director Stock Options granted to the Reporting Person on September 21, 2006 pursuant to the 2004 Stock Incentive Plan and does not include shares that may be acquired upon exercise of outstanding Non-Employee Director Stock Options previously reported. |