Sec Form 4 Filing - Onex American Holdings II LLC @ Commercial Vehicle Group, Inc. - 2005-07-06

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Onex American Holdings II LLC
2. Issuer Name and Ticker or Trading Symbol
Commercial Vehicle Group, Inc. [ CVGI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
, 421 LEADER STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/06/2005
(Street)
MARION, OH43302
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 07/06/2005 S 2,679,514 ( 1 ) D $ 16.9512 0 D
Common Stock 07/06/2005 S 1,252,166 ( 2 ) D $ 16.9512 0 D
Common Stock 07/06/2005 S 335,834 ( 3 ) D $ 16.9512 0 I FN ( 3 )
Common Stock 07/06/2005 S 4,322,363 ( 4 ) D $ 16.9512 0 I FN ( 4 )
Common Stock 07/06/2005 S 4,641,996 ( 5 ) D $ 16.9512 0 I FN ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Onex American Holdings II LLC
421 LEADER STREET
MARION, OH43302
X
ONEX DHC LLC
421 LEADER STREET
MARION, OH43302
X
ONEX CORP
161 BAY STREET, 49TH FLOOR, P.O. BOX 700
TORONTO, ONTARIO CANADAM5J2S1
X
SCHWARTZ GERALD W
C/O ONEX CORPORATION
161 BAY STREET, 49TH FLOOR, P.O. BOX 700
TORONTO, ONTARIO CANADAM5J2S1
X
Signatures
/s/ Donald F. West, Director of Onex American Holdings II LLC 07/07/2005
Signature of Reporting Person Date
/s/ Donald F. West, Representative of Onex DHC LLC 07/07/2005
Signature of Reporting Person Date
/s/ Donald Lewtas, Authorized Signatory for Onex Corporation 07/07/2005
Signature of Reporting Person Date
/s/ Donald Lewtas, attorney-in-fact for Gerald W. Schwartz 07/07/2005
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This report relates to the 2,679,514 shares sold by Onex American Holdings II LLC ("OAH") in the underwritten public offering of Commercial Vehicle Group, Inc. on July 6, 2005 (the "Offering").
( 2 )This report relates to the 1,252,166 shares sold by Onex DHC LLC ("DHC") in the Offering.
( 3 )This report relates to the shares of common stock indirectly sold in the Offering by OAH. Includes (collectively, the "MIP Shares") 117,143 shares held of record by Bostrom Executive Investco LLC ("Bostrom EI"), 82,155 shares held of record by CVS Executive Investco LLC ("CVS EI"), 48,642 shares held of record by Trim Systems Executive Investco LLC ("Trim EI"), 41,479 shares held of record by Trim Systems Executive Investco II LLC ("Trim EI II"), 27,282 shares held of record by Bostrom Partners LP ("Bostrom LP") and 19,133 shares held of record by CVS Partners LP ("CVS LP"). OAH is (i) the direct owner of all of the equity percentage interests of each of Bostrom EI, CVS EI, Trim EI, Trim EI II and (ii) the direct owner of Onex American Holdings GP LLC, the general partner of Bostrom LP and CVS LP.
( 4 )This report relates to the shares of common stock indirectly sold in the Offering by Onex Corporation ("Onex") and includes the MIP Shares and the shares of common stock directly sold in the Offering by OAH, DHC and Hidden Creek Industries ("HCI"). Onex is (i) the owner of all of the issued and outstanding shares of OAH, (ii) the direct and indirect owner of approximately 99% of the equity of DHC, (iii) the indirect owner of 100% of the equity percentage interests of each of Bostrom EI, CVS EI, Trim EI, Trim EI II, (iv) the indirect owner of Onex American Holdings GP LLC, the general partner of Bostrom LP and CVS LP and (v) the owner of all of the issued and outstanding shares of OMI Partnership Holdings Ltd., the direct owner of 99.8% of the economics and 100% of the voting interests of HCI.
( 5 )This report relates to the shares of common stock indirectly sold in the Offering by Gerald W. Schwartz ("Mr. Schwartz") and includes the MIP shares, the shares of common stock directly sold in the Offering by OAH, DHC and HCI, and the shares directly sold in the Offering by Onex Advisors III LLC ("OAIII LLC"). Mr. Schwartz is the indirect holder of all the issued and outstanding Multiple Voting shares of Onex, which are entitled to elect sixty percent (60%) of the members of Onex's Board of Directors and carry such number of votes in the aggregate as represents 60% of the aggregate votes attached to all voting shares of Onex. The direct and indirect interests of Onex are described in footnote 4. Mr. Schwartz is the indirect owner of all of the issued and outstanding shares of OAIII LLC.

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