Cooper-Standard Holdings Inc. — Director's Dealing 2011

Mar 21, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Cooper-Standard Holdings Inc. (COSH)
CIK: 0001320461
Period of Report: 2011-03-21

Reporting Person: Hefferon Timothy Ward (VP,General Counsel & Secretary)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	52370	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
7% Cumulative Participating Convertible Preferred stock	$23.3057		Common stock (2636)		Direct
Stock Options	$25.52	2020-05-27	Common stock (94230)		Direct

Footnotes

F1: Represents restricted stock granted to the reporting person. 46,023 of such shares shall vest, assuming continued employment, in four equal installments on May 27, 2011, May 27, 2012, May 27, 2013, and May 27, 2014. 6,347 of such shares shall vest, assuming continued employment, upon the later of (i) the vesting schedule described in the preceding sentence and (ii) the exercise of certain outstanding warrants (the "Warrants") that have been issued in respect of our common stock. The number of these 6,347 shares that will vest under clause (ii) of the preceding sentence will be based on a formula that is tied to the percentage of the Warrants that are exercised.

F2: These shares of participating preferred common stock are entitled to receive dividends at a rate of 7% per annum and may be converted at any time at a conversion price of $23.30574 per share of common stock, subject to adjustment upon certain events specified in the certificate of designations.

F3: Time-based restricted stock vesting in four equal installments on May 27, 2011, May 27, 2012, May 27, 2013, and May 27, 2014.

F4: Represents restricted stock options granted to the reporting person. 83,508 of such options shall vest, assuming continued employment, in four equal installments on May 27, 2011, May 27, 2012, May 27, 2013, and May 27, 2014. 10,722 of such shares shall vest, assuming continued employment, upon the later of (i) the vesting schedule described in the preceding sentence and (ii) the exercise of certain outstanding warrants (the "Warrants") that have been issued in respect of our common stock. The number of these 10,722 shares that will vest under clause (ii) of the preceding sentence will be based on a formula that is tied to the percentage of the Warrants that are exercised.

F5: The 7% Cumulative Participating Convertible Preferred stock do not have an expiration date.