Statement of Changes in Beneficial Ownership (4)
March 09 2015 - 4:24PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
DAUCH RICHARD F
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2. Issuer Name
and
Ticker or Trading Symbol
ACCURIDE CORP
[
ACW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
C/O ACCURIDE CORPORATION, 7140 OFFICE CIRCLE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/5/2015
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(Street)
EVANSVILLE, IN 47715
(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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Common Stock
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3/5/2015
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M
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7732
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A
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$0
(1)
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90740
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D
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Common Stock
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3/5/2015
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F
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2601
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D
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$4.97
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88139
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D
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Common Stock
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3/5/2015
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M
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22275
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A
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$0
(1)
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110414
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D
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Common Stock
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3/5/2015
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F
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6939
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D
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$4.97
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103475
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D
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Common Stock
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3/5/2015
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M
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25000
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A
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$0
(1)
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128475
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D
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Common Stock
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3/5/2015
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F
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7690
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D
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$4.97
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120785
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D
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Common Stock
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10000
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I
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By Spouse
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Common Stock
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40432
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I
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Richard F. Dauch Revocable Trust
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(2)
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3/5/2015
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M
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7732
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(2)
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(2)
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Common Stock
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7732
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$0
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50276
(5)
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D
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Restricted Stock Unit
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(3)
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3/5/2015
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M
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22275
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(3)
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(3)
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Common Stock
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22275
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$0
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66825
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D
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Restricted Stock Unit
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(4)
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3/5/2015
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M
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25000
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(4)
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(4)
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Common Stock
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25000
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$0
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100000
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D
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Explanation of Responses:
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(
1)
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Shares were acquired upon the vesting and conversion of Restricted Stock Units, which were received as a grant for which no consideration was paid.
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(
2)
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Each Restricted Stock Unit ("RSU"), which was granted on 3/5/12, represents a contingent right to receive one share of Accuride common stock. 20% of the total number of RSU's granted vested on 3/5/13, 20% of the total number of RSU's granted vested on 3/5/14. 20% (or 19,336 shares) of the total number of RSU's granted vested on 3/5/15. Pursuant to the provisions of the Award Agreement relating to secion 162(m) of the tax code, 11,604 vested shares will be deferred indefinitely and 279 shares that would otherwise have been deferred were vested and withheld to cover medicare tax withholding obligations on the deferred shares. Subject to the recipient's continued service to the Company, the remaining 40% of the RSU's granted will vest on 3/5/16.
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(
3)
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Each Restricted Stock Unit ("RSU"), which was granted on 3/21/13, represents a contingent right to receive one share of Accuride common stock. 20% of the total number of RSU's granted vested on 3/5/14 and 20% of the total number of RSU's granted vested on 3/5/15. Subject to the recipient's continued service to the Company, 20% of the total number of RSU's granted will vest on 3/5/16 and the remaining 40% of the RSU's granted will vest on 3/5/17.
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(
4)
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Each Restricted Stock Unit ("RSU") which was granted on 3/22/14, represents a contingent right to receive one share of Accuride common stock. 20% of the total number of RSU's granted vested on 3/5/15. Subject to the recipient's continued service to the Company, 20% of the total number of RSU's granted will vest on 3/5/16, 20% of the total number of RSU's granted will vest on 3/5/17, and the remaining 40% of the RSU's granted will vest on 3/5/18.
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(
5)
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Includes 11,604 shares that have been indefinitely deferred pursuant to the terms of the Award Agreement relating to Section 162(m) of the tax code which vested on 3/5/15.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DAUCH RICHARD F
C/O ACCURIDE CORPORATION
7140 OFFICE CIRCLE
EVANSVILLE, IN 47715
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X
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President & CEO
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Signatures
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/s/ Stephen A. Martin, by Power of Attorney
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3/9/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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