SEC Form 4 · accession 0000893877-17-000031
LITHIA MOTORS INC · LAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sidney B Deboer
Director
Period of report
Jul 21, 2017
Accepted (ET)
Jul 25, 2017 · 3:35 pm EDT
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 | Jul 21, 2017 | C | 262,231 | $0.00 | A | 261,231 | I | By The Sidney B. DeBoer Trust and Lithia Holding Company, L.L.C. |
| Class A Common StockF4,F5 | Jul 21, 2017 | J | 262,231 | $99.15 | D | 0 | D | |
| Class A Common StockF4,F6,F7 | Jul 21, 2017 | J | 146,381 | $99.15 | A | 218,137 | I | By The Sidney B. DeBoer Trust and DeBoer Family LLC |
| Class A Common Stock | holding | — | — | — | 28,668 | D | ||
| Class A Common Stock | holding | — | — | — | 3,051 | I | By wife jointly |
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 StockF1,F9,F8 | — | Jul 21, 2017 | C | 262,231 | D | — | — | Class A Common Stock | 262,231 | 1,000,000 | I |
Explanation of responses
- F1As permitted by instruction 4(b)(iv) to Form 4, the reporting person is reporting beneficial ownership of all shares of Lithia Motors, Inc. Class A Common Stock owned by Lithia Holding Company, L.L.C. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and the inclusion of such shares in this Form 4 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.
- 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 row 1 of column 5 of table I.
- F3Distribution by Lithia Holding Company, L.L.C of Lithia Motors, Inc. Class A Common Stock to certain members of Lithia Holding Company, L.L.C., including DeBoer Family LLC.
- F4The price shown is the value of one share of Lithia Motors, Inc. Class A Common Stock at the close of the New York Stock Exchange on July 21, 2017.
- F5Lithia Holding Company, L.L.C distributed Lithia Motors, Inc. Class A Common Stock to certain members of Lithia Holding Company, L.L.C., including DeBoer Family LLC. The shares distributed to DeBoer Family LLC are shown on the next row.
- F6As permitted by instruction 4(b)(iv) to Form 4, the reporting person is reporting beneficial ownership of all shares of Lithia Motors, Inc. Class A Common Stock owned by DeBoer Family LLC. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and the inclusion of such shares in this Form 4 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.
- 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 a member and the sole manager of DeBoer Family LLC, which is the direct owner of the securities shown in row 3 of 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.
- F9The 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 row 1 of column 9 of table II.