SEC Form 4 · accession 0000893877-16-000019
LITHIA MOTORS INC · LAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sidney B Deboer
Director · 10% Owner
Period of report
Mar 2, 2016
Accepted (ET)
Mar 4, 2016 · 6:14 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 StockF1,F2 | Mar 2, 2016 | C | 780,000 | $0.00 | A | 780,000 | I | By The Sidney B. DeBoer Trust and Lithia Holding Company, L.L.C. |
| Class A Common StockF4,F5,F6 | Mar 2, 2016 | J | 496,686 | $94.58 | D | 264,678 | I | By The Sidney B. DeBoer Trust and DeBoer Family LLC |
| Class A Common StockF7 | holding | — | — | — | 18,636 | I | By The Sidney B. DeBoer Trust |
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 StockF9,F10,F8 | — | Mar 2, 2016 | C | 780,000 | D | — | — | Class A Common Stock | 780,000 | 1,762,231 | I |
Explanation of responses
- F1As 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 A 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.
- F10The 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., which is the direct owner of the derivative securities shown in column 9 of Table II.
- F2The 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., which is the direct owner of the securities shown in column 5 of Table I.
- F3Distribution from Lithia Holding Company, L.L.C. to certain members of Lithia Holding Company, L.L.C., including the Sidney B. DeBoer Trust and DeBoer Family LLC.
- F4Lithia Holding Company, L.L.C. redeemed membership interests in Lithia Holding Company, L.L.C. from certain of the members of Lithia Holding Company, L.L.C., including the Sidney B. DeBoer Trust and DeBoer Family LLC. The price shown is the value of one share of the issuer's Class A Common Stock at the close of the New York Stock Exchange on March 2, 2016.
- F5As 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 A Common Stock owned by DeBoer Family LLC. 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.
- F6The 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. DeBoer Family LLC is the direct owner of the securities shown in column 5 of Table I, and the Sidney B. DeBoer Trust is a member and the sole manager of DeBoer Family LLC.
- F7The 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 the direct owner of the securities shown in column 5 of Table I.
- F8Class B Common Stock is immediately convertible on a one-for-one basis into Class A Common Stock and has no expiration date.
- F9As 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.