Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Baker, II, Vernon G.

2. Issuer Name and Ticker or Trading Symbol
ArvinMeritor, Inc. (ARM)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Senior Vice President and General Counsel         

(Last)      (First)     (Middle)

ArvinMeritor, Inc.
2135 West Maple Road

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
11/22/02

(Street)

Troy, MI 48084-7186

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

 

 

 

 

 

 

 

4,865

D

 

Common Stock

 (1)

 

J

 

1,490

A

 

4,177

I

ArvinMeritor Savings Plan

Common Stock

 (2)

 

J

 

115

A

 

 

I

Restricted Stock

Common Stock

11/22/02

 

A

 

15,000

A

 

24,950

I

Restricted Stock(3)
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)

$15.32

11/22/02

 

A

 

30,000

 

see below(4)

11/22/12

Common Stock

30,000

 

30,000

D

 

Common Stock Share Equivalents

 

See below(5)

 

J

 

1,137

 

 

 

Common Stock

1,137

 

4,644

D

 

Explanation of Responses:

(1) Shares purchased periodically and held in ArvinMeritor common stock funds under the ArvinMeritor, Inc. Savings Plan, based on information furnished by the Plan Administrator as of October 31, 2002. The shares in ArvinMeritor common stock funds are held in an employee benefit trust fund established under the Plan.
(2) Periodic acquisitions of additional shares through automatic reinvestment of dividends. Information provided by dividend reinvestment plan administrator as of October 31, 2002.
(3) Held by the issuer to implement restrictions on transfer unless and until certain conditions are met.
(4) Options will become exercisable in whole or in part (but only for a whole number of shares) as to one-third of the option shares beginning on November 22, 2003, as to an additional one-third of the option shares beginning on November 22, 2004, and as to the balance of the option shares beginning on November 22, 2005.
(5) Periodic acquisition of share equivalents related to ArvinMeritor common stock, held under ArvinMeritor's supplemental savings plan, based on information furnished by the Plan Administrator as of October 31, 2002.
  By: /s/ Vernon G. Baker, II
             By: Bonnie Wilkinson, Attorney-in-fact
**Signature of Reporting Person		 11/22/02
Date

**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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