Edgar Filing: Cooper-Standard Holdings Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Oak Hill Advisors GenPar, L.P.

2. Issuer Name and Ticker or Trading Symbol
Cooper-Standard Holdings Inc. [CPS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Note (5) below

(Last)

(First)

(Middle)

1114 AVENUE OF THE AMERICAS, 27TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2016

(Street)

NEW YORK, NY 10036

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share								70,036	I	See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock, par value $0.001 per share	08/18/2016		X		150,150	A	$ 27.25	580,206	I	See Footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock, par value $0.001 per share	08/18/2016		S⁽⁷⁾		41,884	D	$ 97.69	538,322	I	See Footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock, par value $0.001 per share	08/18/2016		X		29,924	A	$ 27.25	156,224	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock, par value $0.001 per share	08/18/2016		S⁽⁸⁾		8,348	D	$ 97.69	147,876	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock, par value $0.001 per share								4,408	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants to purchase Common Stock

$ 27.25

08/18/2016

149,701

05/27/2010

11/27/2017

Common Stock

150,150

⁽⁷⁾

See Footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Warrants to purchase Common Stock

$ 27.25

08/18/2016

29,834

05/27/2010

11/27/2017

Common Stock

29,924

⁽⁸⁾

See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Oak Hill Advisors GenPar, L.P. 1114 AVENUE OF THE AMERICAS 27TH FLOOR NEW YORK, NY 10036				See Note (5) below
OAK HILL ADVISORS LP 1114 AVENUE OF THE AMERICAS 27TH FLOOR NEW YORK, NY 10036				See Note (5) below
Oak Hill Credit Opportunities Master Fund, Ltd. 1114 AVENUE OF THE AMERICAS 27TH FLOOR NEW YORK, NY 10036				See Note (5) below
OHA Strategic Credit Master Fund, L.P. 1114 AVENUE OF THE AMERICAS 27TH FLOOR NEW YORK, NY 10036				See Note (5) below
OHA Strategic Credit Master Fund IB, L.P. 1114 AVENUE OF THE AMERICAS 27TH FLOOR NEW YORK, NY 10036				See Note (5) below
OHA Strategic Credit GenPar, LLC 1114 AVENUE OF THE AMERICAS 27TH FLOOR NEW YORK, NY 10036				See Note (5) below
AUGUST GLENN R 1114 AVENUE OF THE AMERICAS 27TH FLOOR NEW YORK, NY 10036	X

Signatures

Oak Hill Advisors GenPar, L.P. (+) By: Oak Hill Advisors MGP, Inc., Managing General Partner By: /s/ Glenn August		08/22/2016
^**Signature of Reporting Person		Date
Oak Hill Advisors, L.P. (+) By: Oak Hill Advisors GenPar, L.P., General Partner By: Oak Hill Advisors MGP, Inc., Managing General Partner By: /s/ Glenn August		08/22/2016
^**Signature of Reporting Person		Date
Oak Hill Credit Opportunities Master Fund, Ltd. (+) By: /s/ Glenn August		08/22/2016
^**Signature of Reporting Person		Date
OHA Strategic Credit Master Fund, L.P. (+) By: OHA Strategic Credit GenPar, LLC, General Partner By: /s/ Glenn August		08/22/2016
^**Signature of Reporting Person		Date
OHA Strategic Credit Master Fund IB, L.P. (+) By: OHA Strategic Credit GenPar, LLC, General Partner By: /s/ Glenn August		08/22/2016
^**Signature of Reporting Person		Date
OHA Strategic Credit GenPar, LLC (+) By: /s/ Glenn August		08/22/2016
^**Signature of Reporting Person		Date
/s/ Glenn R. August		08/22/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	By Oak Hill Credit Opportunities Master Fund, Ltd. ("OHCOF").
(2)	By OHA Strategic Credit Master Fund, L.P. ("SCF"). OHA Strategic Credit GenPar, LLC is the general partner of SCF.
(3)	By OHA Strategic Credit Master Fund IB, L.P. ("SCF IB"). OHA Strategic Credit GenPar, LLC, is the general partner of SCF IB.
(4)	Oak Hill Advisors GenPar, L.P. ("OHA Genpar") is the general partner of Oak Hill Advisors, L.P. ("OHA"). OHA receives, directly and indirectly, management fees or incentive fees with respect to certain accounts that it advises, including OHCOF, SCF and SCF IB. None of such fees constitute an indirect pecuniary interest for purposes of Rule 16a-1. OHA also owns 4,408 shares of time-based restricted stock which are fully vested.
(5)	Glenn R. August controls (i) the managing general partner of OHA Genpar, and (ii) OHA Strategic Credit GenPar, LLC, the general partner of SCF and SCF IB, and may be deemed to have an indirect beneficial interest in the shares owned by OHCOF, SCF and SCF IB. Mr. August is a director of the Issuer.
(6)	Pursuant to Rule 16a-1 under the Exchange Act of 1934, as amended (the "Act"), the reporting persons shall be deemed to be the indirect beneficial owner of the securities beneficially owned by the entities listed in footnotes 1, 2, 3 and 4 only to the extent of their respective pecuniary interest. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the reporting persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owners of any securities owned by the entities listed in footnotes 1, 2, 3 and 4, in each case except to the extent of such pecuniary interest.
(7)	On August 18, 2016, the reporting person exercised 149,701 warrants to purchase 150,150 shares of common stock for $27.25 per share. The reporting person paid the exercise price on a cashless basis, resulting in the issuer witholding 41,884 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 108,266 shares.
(8)	On August 18, 2016, the reporting person exercised 29,834 warrants to purchase 29,924 shares of common stock for $27.25 per share. The reporting person paid the exercise price on a cashless basis, resulting in the issuer witholding 8,348 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 21,576 shares.

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