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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2006 MSPP Restricted Stock Units | (3) | 09/12/2008 | M(1) | 551.63 | (4) | (4) | Common Stock | 551.63 | (2) | 551.64 | D | ||||
| 2007 MSPP Restricted Stock Units | (3) | 09/12/2008 | D | 1,384.23 | (5) | (5) | Common Stock | 1,384.23 | (6) | 4,152.71 | D | ||||
| 2008 MSPP Restricted Stock Units | (3) | 09/12/2008 | D | 1,896.47 | (7) | (7) | Common Stock | 1,896.47 | (8) | 5,689.43 | D | ||||
| Cash-Settled Stock Appreciation Rights | $ 14.55 | 09/12/2008 | A(9) | 4,152.69 | (10) | (10) | Common Stock | 4,152.69 | (9) | 4,152.69 | D | ||||
| Cash-Settled Stock Appreciation Rights | $ 14.55 | 09/12/2008 | A(11) | 5,689.41 | (12) | (12) | Common Stock | 5,689.41 | (11) | 5,689.41 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NINIVAGGI DANIEL A 21557 TELEGRAPH ROAD SOUTHFIELD, MI 48033 |
Executive Vice President | |||
| /s/ Karen Rosbury, as attorney in fact | 09/15/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Restricted Stock Units (RSUs) that had been credited based on deferrals of salary and/or bonus earned by the executive were exchanged for a notional cash account credit pursuant to the Offer to Exchange Eligible Restricted Stock Unit Awards dated August 14, 2008, as amended and supplemented. No actual shares of common stock were issued to or sold by the executive. Amounts in the notional account will be paid out when the exchanged RSUs were scheduled to vest (generally, March 14, 2009). |
| (2) | The RSUs were credited at $22.66 per unit based on deferrals of salary and/or bonus earned by the executive. |
| (3) | RSUs generally convert into common stock on a 1-for-1 basis, but pursuant to the Offer to Exchange Eligible Restricted Stock Unit Awards dated August 14, 2008, up to 50% of the RSUs were eligible to be exchanged for cash-settled stock appreciation rights (SARs) and/or a credit to a notional, interest bearing cash account. |
| (4) | The restricted stock units were accrued under the Lear Corporation Management Stock Purchase Plan pursuant to a deferred compensation election. Pursuant to the executive's participation in the Offer to Exchange Eligible Restricted Stock Unit Awards dated August 14, 2008, which expired on September 11, 2008, these RSUs were exchanged for credits to a notional cash account effective September 12, 2008. The remaining RSUs generally vest and settle on March 14, 2009. |
| (5) | The restricted stock units were accrued under the Lear Corporation Management Stock Purchase Plan pursuant to a deferred compensation election. Pursuant to the executive's participation in the Offer to Exchange Eligible Restricted Stock Unit Awards dated August 14, 2008, which expired on September 11, 2008, these RSUs were exchanged for stock appreciation rights effective September 12, 2008. The remaining RSUs generally vest and settle on March 14, 2010. |
| (6) | 1107.12 of the exchanged RSUs were credited at $23.71 per unit and 277.11 of the exchanged RSUs were credited at $20.75 per unit based on deferrals of salary and/or bonus earned by the executive. |
| (7) | The restricted stock units were accrued under the Lear Corporation Management Stock Purchase Plan pursuant to a deferred compensation election. Pursuant to the executive's participation in the Offer to Exchange Eligible Restricted Stock Unit Awards dated August 14, 2008, which expired on September 11, 2008, these RSUs were exchanged for stock appreciation rights effective September 12, 2008. The remaining RSUs generally vest and settle on March 14, 2011. |
| (8) | 1280.28 of the exchanged RSUs were credited at $22.70 per unit and 616.19 of the exchanged RSUs were credited at $19.86 per unit based on deferrals of salary and/or bonus earned by the executive. |
| (9) | For each of the 1384.23 RSUs that were exchanged, the executive received 3 cash-settled SARs. |
| (10) | Generally becomes exercisable on March 14, 2010 and remains exercisable until March 14, 2012. |
| (11) | For each of the 1896.47 RSUs that were exchanged, the executive received 3 cash-settled SARs. |
| (12) | Generally becomes exercisable on March 14, 2011, and remains exercisable until March 14, 2013. |