SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
HEARTLAND INDUSTRIAL ASSOCIATES LLC

(Last) (First) (Middle)
55 RAILROAD AVENUE
3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2007
3. Issuer Name and Ticker or Trading Symbol
TRIMAS CORP [ TRS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 11,805,779(1)(6) D
Common Stock 2,243,827(2)(6) D
Common Stock 835,339(3)(6) D
Common Stock 173,378(4)(6) D
Common Stock 32,952(5)(6) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
HEARTLAND INDUSTRIAL ASSOCIATES LLC

(Last) (First) (Middle)
55 RAILROAD AVENUE
3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TriMas Investment Fund I, LLC

(Last) (First) (Middle)
55 RAILROAD AVENUE
3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Metaldyne Investment Fund I, LLC

(Last) (First) (Middle)
55 RAILROAD AVENUE
3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Metaldyne Investment Fund II, LLC

(Last) (First) (Middle)
55 RAILROAD AVENUE
3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HIP Side-by-Side Partners, LP

(Last) (First) (Middle)
55 RAILROAD AVENUE
3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TriMas Investment Fund II, LLC

(Last) (First) (Middle)
55 RAILROAD AVENUE
3RD FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned directly by TriMas Investment Fund I, L.L.C. (?TriMas I?). Heartland Industrial Associates, L.L.C. (?Heartland?), the Managing Member of TriMas I, is an indirect beneficial owner of these securities.
2. These securities are owned directly by Metaldyne Investment Fund I, L.L.C. (?Metaldyne I?). Heartland, the Managing Member of Metaldyne I, is an indirect beneficial owner of these securities.
3. These securities are owned directly by HIP Side-by-Side Partners, L.P. (?HIP?). Heartland, the General Partner of HIP, is an indirect beneficial owner of these securities.
4. These securities are owned directly by TriMas Investment Fund II, L.L.C. (?TriMas II?). Heartland, the Managing Member of TriMas II, is an indirect beneficial owner of these securities.
5. These securities are owned directly by Metaldyne Investment Fund II, L.L.C. (?Metaldyne II?). Heartland, the Managing Member of Metaldyne II, is an indirect beneficial owner of these securities.
6. Heartland, TriMas I, Metaldyne I, HIP, TriMas II and Metaldyne II may be deemed to be members of a ?group? for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the ?Exchange Act?). By reason of TriMas Corporation?s (the ?Company?) shareholders agreement (the ?Shareholders Agreement?), dated as of June 6, 2002, as amended, holders of an additional 5,534,756 shares of the Company?s common stock have entered into certain voting agreements with affiliates of Heartland.
Remarks:
Heartland Industrial Associates, L.L.C. /s/ Daniel P. Tredwell, Managing Member 05/17/2007
TriMas Investment Fund I, L.L.C., By: Heartland Industrial Associates, L.L.C., its Managing Member, /s/ Daniel P. Tredwell, Managing Member 05/17/2007
TriMas Investment Fund II, L.L.C., By: Heartland Industrial Associates, L.L.C., its Managing Member, /s/ Daniel P. Tredwell, Managing Member 05/17/2007
Metaldyne Investment Fund I, L.L.C., By: Heartland Industrial Associates, L.L.C., its Managing Member, /s/ Daniel P. Tredwell, Managing Member 05/17/2007
Metaldyne Investment Fund II, L.L.C., By: Heartland Industrial Associates, L.L.C., its Managing Member, /s/ Daniel P. Tredwell, Managing Member 05/17/2007
HIP Side-by-Side Partners, L.P., By: Heartland Industrial Associates, L.L.C., its Managing Member, /s/ Daniel P. Tredwell, Managing Member 05/17/2007
** 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 5 (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.