Statement of Changes in Beneficial Ownership (4)
October 18 2016 - 4:27PM
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
Estimated average burden
hours per response...
0.5
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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
*
Blair Linda H
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2. Issuer Name
and
Ticker or Trading Symbol
ITC Holdings Corp.
[
ITC
]
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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)
EVP & Chief Business Officer
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(Last)
(First)
(Middle)
27175 ENERGY WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/14/2016
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(Street)
NOVI, MI 48377
(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 Without Par Value
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10/14/2016
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D
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71662
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D
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(1)
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39208
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D
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Common Stock Without Par Value
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10/14/2016
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D
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39208
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D
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$45.72
(2)
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0
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D
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Common Stock Without Par Value
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10/14/2016
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A
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16741.3971
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A
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$0
(3)
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16741.3971
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D
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Common Stock Without Par Value
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10/14/2016
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D
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16741.3971
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D
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$45.72
(4)
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0
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D
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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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Employee Stock Option (Right to Buy)
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$14.2733
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10/14/2016
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D
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30210
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(5)
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8/15/2017
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Common Stock Without Par Value
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30210
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$45.72
(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$24.05
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10/14/2016
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D
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79575
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(7)
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5/25/2021
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Common Stock Without Par Value
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79575
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$45.72
(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$23.5867
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10/14/2016
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D
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126579
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(7)
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5/22/2022
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Common Stock Without Par Value
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126579
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$45.72
(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$29.31
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10/14/2016
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D
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106011
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(8)
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5/14/2023
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Common Stock Without Par Value
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106011
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$45.72
(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$36.73
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10/14/2016
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D
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81934
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(9)
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5/20/2024
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Common Stock Without Par Value
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81934
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$45.72
(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$35.91
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10/14/2016
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D
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56553
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(10)
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5/19/2025
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Common Stock Without Par Value
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56553
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$45.72
(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$18.96
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10/14/2016
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D
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56295
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(7)
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8/13/2018
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Common Stock Without Par Value
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56295
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$45.72
(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$13.79
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10/14/2016
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D
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91680
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(7)
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5/19/2019
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Common Stock Without Par Value
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91680
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$45.72
(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$17.49
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10/14/2016
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D
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81717
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(7)
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5/18/2020
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Common Stock Without Par Value
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81717
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$45.72
(6)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger among FortisUS Inc., Element Acquisition Sub Inc., Fortis Inc., and ITC Holdings Corp., dated as of February 9, 2016 (the "Merger Agreement"), at the effective time of the merger (the "Effective Time), each outstanding share converted into the right to receive US$22.57 plus .7520 of a share of Fortis Inc. stock, which fractional share had a market value of US$29.84 at the Effective Time.
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(
2)
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Reporting Person held unvested restricted shares granted in 2014, 2015 and 2016 with time-based performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash.
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(
3)
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Reporting Person held performance shares granted in 2015 that, along with related dividend equivalents, would vest based on the satisfaction of certain performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash.
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(
4)
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Reporting Person held performance shares granted in 2015 that, along with related dividend equivalents, would vest based on the satisfaction of certain performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash.
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(
5)
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These stock options become exercisable in five equal annual installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.
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(
6)
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Option was cancelled at the Effective Time pursuant to the Merger Agreement in exchange for the right to receive cash.
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(
7)
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These stock options become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.
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(
8)
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These stock options were granted on May 20, 2014 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.
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(
9)
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These stock options become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.
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(
10)
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These stock options were granted on May 19, 2015 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee.
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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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Blair Linda H
27175 ENERGY WAY
NOVI, MI 48377
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EVP & Chief Business Officer
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Signatures
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Linda H. Blair
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10/18/2016
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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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