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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
| o | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) |
| 1. | Name and Address of Reporting Person* |
2. | Issuer Name and Ticker or Trading Symbol |
3. | I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) |
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Lappin, Richard C.
(Last, First, Middle) |
American Axle & Manufacturing Holdings, Inc. (NYSE-AXL)
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c/o American Axle & Manufacturing Holdings, Inc.
1840 Holbrook Avenue (Street) |
4. | Statement for (Month/Day/Year) | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
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5/1/2003
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| 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) | 7. | Individual or Joint/Group Filing (Check Applicable Line) |
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Detroit, MI 48212
(City) (State) (Zip) |
x | Director | o | 10% Owner | x | Form filed by One Reporting Person | ||||||
| o | Officer (give title below) | o | Form filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
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| 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). | |
| 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 Transactions(s) (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | Amount | (A) or (D) |
Price | ||||||||||||||||||||
Page 2
| 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) |
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) |
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| Code | V | (A) | (D) | |||||||||||||||
| Stock Option (Right to Buy) | $24.70 | 5/1/03 | A | 7,500 | ||||||||||||||
Page 3
| Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities) |
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| 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) |
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| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
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| (1) | 5/1/13 | Common Stock | 7,500 | 7,500 | D | ||||||||||||
Explanation of Responses:
(1) On May 1, 2003, the reporting person was granted an option to purchase 7,500 shares of common stock. The option vests in three equal annual installments beginning in 2004 on the earlier of the anniversary date of the grant or the date of the Company’s annual meeting of stockholders.
| /s/ Patrick S. Lancaster | 5/5/03 | |
**Signature of Reporting Person |
Date |
| ** | 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. | |
Page 4
POWER OF ATTORNEY
Know all men by these presents that Richard C. Lappin does hereby make, constitute and appoint Patrick S. Lancaster and Michael K. Simonte as true and lawful attorneys-in-fact of the undersigned with full powers of substitution and revocation, and each such attorney-in-fact may act independently, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and in any other corporate or partnership capacity the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to any investments of Richard C. Lappin in the common stock of American Axle & Manufacturing Holdings, Inc. (including any amendments or supplements to any reports or schedules previously filed by such person) pursuant to Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation Schedules 13D and statements on Form 3, Form 4 and Form 5.
| Name: /s/ Richard C. Lappin | ||
| Richard C. Lappin |
Dated as of May 1, 2003
State of Michigan
County of Wayne
On May 1, 2003, before me, the undersigned, a Notary Public of said State, duly commissioned and sworn, personally appeared Richard C. Lappin proved to me on the basis of satisfactory evidence to be the person who executed the within instrument in his individual capacity.
In witness whereof, I have hereunto set may hand and affixed by official seal the day and year in this certificate firm above written.
| Notary Public | ||
| Richard G. Raymond | /s/ Richard G. Raymond | |
| Notary Public, Wayne County, MI |
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| My Commission Expires Jan 1, 2004 | Richard G. Raymond | |
| Notary Public, Wayne County, MI | ||
| My Commission Expires Jan 1, 2004 |