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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 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*
Gropp Chris P
(Last) (First) (Middle)
3000 UNIVERSITY DRIVE
(Street)
AUBURN HILLS MI 48326
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHINIA INC. [ PHIN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President and CFO
3. Date of Earliest Transaction (Month/Day/Year)
07/18/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 07/18/2023 A 1,834(1) A $0 1,834(2) I By spouse
Common Stock 02/16/2024 A 1,510(3) A $0 3,378(2)(4) I By spouse
Common Stock 06/27/2024 G V 8(5) A $0 63,698 D
Common Stock 09/13/2024 A(6) 304 A $0 64,002(7) D
Common Stock 09/13/2024 A(6) 18 A $0 3,440(4)(8) I By spouse
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. This transaction is the result of the consummation on July 3, 2023 of the distribution of 100% of the shares of common stock of the issuer by BorgWarner Inc. ("BorgWarner") to holders of BorgWarner common stock on a pro rata basis (the "Spin-Off") and represents an award of restricted stock to the reporting person's spouse with respect to the issuer's common stock resulting from the conversion of certain equity-based awards previously granted by BorgWarner as a result of the Spin-Off, which will vest on the same schedule as its related pre-conversion award.
2. Previous transactions of the reporting owner's spouse with respect to the issuer's common stock were inadvertently omitted.
3. Represents an award of restricted stock to the reporting person's spouse with respect to the issuer's common stock, which will vest in three annual installments of 503 on February 28, 2025, 503 on February 28, 2026, and 504 on February 28, 2027.
4. Includes shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock, as required by the terms of such awards, through the applicable transaction date.
5. Shares were acquired by the reporting person as a result of an inheritance.
6. Reflects shares of restricted stock acquired following the automatic reinvestment of dividends on outstanding restricted stock held on the dividend record date, as required by the terms of such awards.
7. Includes 56,216 shares of restricted stock.
8. Shares listed are restricted stock. The reporting person disclaims beneficial ownership of these securities, and the filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks:
/s/ Kelly A. Albin as attorney-in-fact for Chris P. Gropp 09/17/2024
** 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.
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