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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Wathen David M (Last) (First) (Middle) 39400 WOODWARD AVENUE SUITE 130 (Street) BLOOMFIELD HILLS 48304 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TRIMAS CORP [ TRS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/24/2011
	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

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
Restricted Stock Unit	$0(1)	02/24/2011		A		42,000		(2)(3)	09/30/2013(4)	Common Stock	42,000	$0	42,000	D(5)

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive the Fair Market Value of one share of common stock, payable only in shares of common stock.

2. The Restricted Stock Units vest in increments as follows: (a) Upon the Company achieving at least $ 2.00 of cumulative earnings per share for any consecutive four financial quarters from 4/1/2011 through 9/30/2013 (the "EPS Performance Measure"), 10,500 Restricted Stock Units shall vest on the close of the business day immediately following the release of earnings for the quarter in which the EPS Performance Measure is met ("EPS Vesting Date") and 5,250 Restricted Stock Units shall vest on the first anniversary of the EPS Vesting Date and 5,250 Restricted Stock Units shall vest on the second anniversary date of the EPS Vesting Date;

3. (b) Upon the Company's stock price closing at or above $30.00 per share for 30 consecutive trading days provided such 30th trading day is prior to 9/30/2013, 5,250 Restricted Stock Units shall vest on the close of the business day when such trading threshold is satisfied, 2,625 Restricted Stock Units shall vest on the first anniversary of the satisfaction of such threshold and 2,625 Restricted Stock Units shall vest on the second anniversary of the satisfaction of such threshold; (c) Upon the Company's stock price closing at or above $35.00 per share for 30 consecutive trading days provided such 30th trading day is prior to 9/30/2013, 5,250 Restricted Stock Units shall vest on the close of the business day on which such trading threshold is satisfied, 2,625 Restricted Stock Units shall vest on the first anniversary of the satisfaction of such threshold and 2,625 Restricted Stock Units shall vest on the second anniversary of the satisfaction of such threshold.

4. Subject to graduated vesting as described in footnote (2),(3) and Section II.A.(1) of the Restricted Stock Unit Agreement dated February 24, 2011.

5. David M. Wathen and Laurene A. Wathen JT TEN WROS

	/s/ Paula Reno attorney-in-fact	03/01/2011
	** 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).
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