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*
DAUCH DAVID C
(Last) (First) (Middle)
ONE DAUCH DRIVE
(Street)
DETROIT MI 48211-1198
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN AXLE & MANUFACTURING HOLDINGS INC [ AXL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
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 03/01/2024 A 260,748 A $0 1,280,514 D
Common Stock 03/01/2024 F 116,816 D $6.87 1,163,698 D
Common Stock 03/01/2024 F 136,626 D $6.87 1,027,072 D
Common Stock 1,598,528(1) I By Family/UGMA Trusts
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. Includes 623,726 shares that were previously held directly. These shares were contributed to the insider's personal trust in 2023 and are now held indirectly and reported as such herein.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Kristen M. Netschke, by POA from David C. Dauch 03/04/2024
** 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.
POWER OF ATTORNEY As of this 3rd day of August, 2023, David C. Dauch appoints Matthew K. Paroly, Kristen M. Netschke, Dawn M. Ledbetter and Diane M. Woloszyk, signing singly, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact to: (1) prepare and execute on his behalf, in his capacity as a director 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 he may be required to file in connection with his ownership, acquisition or disposition of securities of AAM; (2) do and perform any and all acts for and on his 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 his 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 he 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 his 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 his 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.

 
POWER OF ATTORNEY As of this 3rd day of August, 2023, David C. Dauch appoints Matthew K. Paroly, Kristen M. Netschke, Dawn M. Ledbetter and Diane M. Woloszyk, signing singly, with full power of substitution and resubstitution, as his true and lawful attorneys-in-fact to: (1) prepare and execute on his behalf, in his capacity as a director 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 he may be required to file in connection with his ownership, acquisition or disposition of securities of AAM; (2) do and perform any and all acts for and on his 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 his 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 he 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 his 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 his 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.

 
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