Form 4 - Statement of changes in beneficial ownership of securities
11 August 2023 - 11:02PM
Edgar (US Regulatory)
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERICAN AXLE & MANUFACTURING HOLDINGS INC
[ AXL ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Senior VP Human Resources
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
08/09/2023 |
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S |
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40,000 |
D |
$8
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216,961 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction 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
(Month/Day/Year) |
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: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of Responses: |
Remarks: |
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/s/ Kristen M. Netschke, by POA from Terri M. Kemp |
08/11/2023 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* 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). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
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 Number. |
POWER OF ATTORNEY
As of this 11th day of August,
2023, Terri M. Kemp appoints Matthew K. Paroly, Kristen M. Netschke, Dawn
M. Ledbetter and Diane Woloszyk, signing singly, with full power of substitution and resubstitution, as her true and lawful attorneys-in-fact
to:
| (1) | prepare and execute on her behalf, in her capacity as an officer of American Axle & Manufacturing
Holdings, Inc. (AAM), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act), and any
other forms or reports that she may be required to file in connection with her ownership, acquisition or disposition of securities of
AAM; |
| (2) | do and perform any and all acts for and on her behalf in order to execute any Form 3, 4, or 5, or other
form or report, and timely file the form or report with the U.S. Securities and Exchange Commission (SEC) and any stock exchange or similar
authority; and |
| (3) | take any other action, which, in the opinion of the attorney-in-fact, may be in the interest of or legally
required by the undersigned relative to her status as a Section 16 filer. |
The undersigned hereby grants to
each attorney-in-fact full power and authority to perform any act necessary to exercise the rights and powers granted herein, as fully
as she could do if personally present, with full power of substitution or revocation. The undersigned acknowledges that the attorney-in-fact
is not assuming, nor is AAM assuming, any of her responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to her holdings of and transactions
in securities issued by AAM, unless earlier revoked by the undersigned in a signed writing delivered to the attorneys-in-fact.
This Power of Attorney is executed
effective as of the date set forth above.
/s/ Terri M. Kemp
Terri M. Kemp
POWER OF ATTORNEY
As of this 11th day of August,
2023, Terri M. Kemp appoints Matthew K. Paroly, Kristen M. Netschke, Dawn
M. Ledbetter and Diane Woloszyk, signing singly, with full power of substitution and resubstitution, as her true and lawful attorneys-in-fact
to:
| (1) | prepare and execute on her behalf, in her capacity as an officer of American Axle & Manufacturing
Holdings, Inc. (AAM), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act), and any
other forms or reports that she may be required to file in connection with her ownership, acquisition or disposition of securities of
AAM; |
| (2) | do and perform any and all acts for and on her behalf in order to execute any Form 3, 4, or 5, or other
form or report, and timely file the form or report with the U.S. Securities and Exchange Commission (SEC) and any stock exchange or similar
authority; and |
| (3) | take any other action, which, in the opinion of the attorney-in-fact, may be in the interest of or legally
required by the undersigned relative to her status as a Section 16 filer. |
The undersigned hereby grants to
each attorney-in-fact full power and authority to perform any act necessary to exercise the rights and powers granted herein, as fully
as she could do if personally present, with full power of substitution or revocation. The undersigned acknowledges that the attorney-in-fact
is not assuming, nor is AAM assuming, any of her responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to her holdings of and transactions
in securities issued by AAM, unless earlier revoked by the undersigned in a signed writing delivered to the attorneys-in-fact.
This Power of Attorney is executed
effective as of the date set forth above.
/s/ Terri M. Kemp
Terri M. Kemp
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