SEC Form 4 · accession 0000893877-15-000013
LITHIA MOTORS INC · LAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sidney B Deboer
Officer — Executive Chairman · Director · 10% Owner
Period of report
Nov 16, 2015
Accepted (ET)
Dec 28, 2015 · 3:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001023128
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Dec 24, 2015 | C | 20,000 | $0.00 | A | 20,000 | D | |
| Class A Common Stock | Dec 24, 2015 | G | 20,000 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F4,F1 | — | Nov 16, 2015 | G | 75,383 | D | — | — | Class A Common Stock | 75,383 | 2,562,231 | I |
| Class B Common StockF3,F4,F1 | — | Dec 22, 2015 | J | 20,000 | A | — | — | Class A Common Stock | 20,000 | 2,562,231 | I |
| Class B Common StockF3,F4,F1 | — | Dec 24, 2015 | C | 20,000 | D | — | — | Class A Common Stock | 20,000 | 2,542,231 | I |
Explanation of responses
- F1Class B Common Stock is immediately convertible on a one-for-one basis into Class A Common Stock and has no expiration date.
- F2The Sidney B. DeBoer Trust transferred as a gift a portion of the Sidney B. DeBoer Trust's membership interest in DeBoer Family LLC. The Sidney B. DeBoer Trust is a member of DeBoer Family LLC, which is a member of Lithia Holding Company, L.L.C. The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option.
- F3As permitted by instruction 4(b)(iv) to Form 4, the reporting person is reporting beneficial ownership of all of shares of Lithia Motors, Inc. Class B Common Stock owned by Lithia Holding Company, L.L.C. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F4The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option. The Sidney B. DeBoer Trust is a member and the sole manager of Lithia Holding Company, L.L.C. The Sidney B. DeBoer Trust is also a member and the sole manager of DeBoer Family, LLC, and DeBoer Family LLC is a member of Lithia Holding Company, L.L.C.
- F5The Sidney B. DeBoer Trust, a member of Lithia Holding Company, L.L.C., received these securities in a distribution from Lithia Holding Company, L.L.C.