Sec Form 13G Filing - Oak Hill Credit Opportunities Master Fund Ltd. filing for Cooper-Standard Holdings Inc. (CPS) - 2017-02-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

COOPER–STANDARD HOLDINGS INC.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

21676P103

(CUSIP Number)

 

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the reminder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:   Not applicable.
Item 4.	OWNERSHIP
		All ownership percentages set forth herein are based on 17,654,198 shares of Common Stock outstanding as of October 26, 2016, as reported in the Issuer’s Form 10-Q for the period ending September 30, 2016.   OHCOF   OHCOF no longer owns shares of Common Stock.   SCF   SCF owns 34,838 shares of Common Stock, which represents approximately 0.2% of the issued and outstanding shares of Common Stock.  SCF has the power

to vote or direct the vote of these shares and the power to dispose or to direct the disposition of these shares.   SCF IB   SCF IB owns 9,570 shares of common stock, which represents approximately 0.1% of the issued and outstanding shares of Common Stock.  SCF IB has the power to vote or direct the vote of these shares and the power to dispose or to direct the disposition of these shares.   SCF GenPar   SCF GenPar is the general partner of SCF and SCF IB.  As the general partner of SCF and SCF IB, SCF GenPar may be deemed to beneficially own the shares of Common Stock owned by SCF and SCF IB.  As the general partner of SCF and SCF IB, SCF GenPar may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock owned by SCF and SCF IB.   OHA GenPar   OHA GenPar is the general partner of OHA.  As the general partner of OHA, OHA GenPar may be deemed to beneficially own the shares of Common Stock beneficially owned by OHA.  As the general partner of OHA, OHA GenPar may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock beneficially owned by OHA.   OHA   OHA is an advisor to SCF and SCF IB and may be deemed to beneficially own the shares of Common Stock owned by SCF and SCF IB.  As an advisor to SCF and SCF IB, OHA may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock owned by SCF and SCF IB.   OHA is also an advisor to managed accounts which own, in the aggregate, 5,592 shares of Common Stock, which represents less than 0.1% of the issued and outstanding shares of Common Stock.  As an advisor to the managed accounts, OHA may be deemed to beneficially own the shares of Common Stock owned by the managed accounts.  As an advisor to the managed accounts, OHA may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock owned by the managed accounts.   OHA may be deemed to beneficially own equity awards made by the Company in respect of board services by persons affiliated with OHA, including 8,107 shares of Common Stock. Ownership information in this schedule does not include unvested restricted stock units representing contingent rights to receive 1,285 shares of Common Stock held by persons affiliated with OHA.

		OHCOM LLC   OHCOM LLC is an advisor to OHCOF.  OHCOF no longer owns shares of Common Stock.   OHA MGP OHA MGP is the managing general partner of OHA GenPar. As the managing general partner of OHA GenPar, OHA MGP may be deemed to beneficially own the shares of Common Stock beneficially owned by OHA GenPar.  As the managing general partner of OHA GenPar, OHA MGP may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Shares beneficially owned by OHA GenPar. Mr. August
		SCF, SCF IB, SCF GenPar, OHA GenPar, OHA and OHA MGP are managed or otherwise controlled directly or indirectly by Mr. August.  Mr. August disclaims beneficial ownership of all shares of the Common Stock in excess of his pecuniary interests, if any, and this report shall not be deemed an admission that Mr. August is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS   All of the Reporting Persons beneficially own less than 5.0% of the Common Stock.
Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON   Not applicable.
Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY   Not applicable.
Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP   Not applicable.
Item 9.	NOTICE OF DISSOLUTION OF GROUP   Not applicable.

Item 10.

CERTIFICATION   Not applicable.

 

 

 

 

 

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated as of February 14, 2017

 

 

	OAK HILL CREDIT OPPORTUNITIES MASTER FUND, LTD.
		By:	/s/ Glenn R. August
		Name:	Glenn R. August
		Title:	Authorized Signatory

 

EXHIBIT 99.1

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Cooper-Standard Holdings, Inc.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 14, 2017.