Edgar Filing: SUPERIOR INDUSTRIES INTERNATIONAL INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BROWN RAYMOND C

2. Issuer Name and Ticker or Trading Symbol
SUPERIOR INDUSTRIES INTERNATIONAL INC [SUP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

7800 WOODLEY AVE

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2006

(Street)

VAN NUYS, CA 91406

4. If Amendment, Date Original Filed(Month/Day/Year)

6. 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

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)

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. 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 25.88

12/28/2006

D⁽¹⁾⁽²⁾

2,000

⁽¹⁾⁽²⁾

09/24/2009

Common Stock

2,000

⁽¹⁾ ⁽²⁾

Stock Option (Right to Buy)

$ 26.19

12/28/2006

A⁽¹⁾⁽²⁾

2,000

⁽¹⁾⁽²⁾

09/24/2009

Common Stock

2,000

⁽¹⁾ ⁽²⁾

2,000

Stock Option (Right to Buy)

$ 28

12/28/2006

D⁽¹⁾⁽²⁾

2,000

⁽¹⁾⁽²⁾

09/20/2010

Common Stock

2,000

⁽¹⁾ ⁽²⁾

Stock Option (Right to Buy)

$ 32.25

12/28/2006

A⁽¹⁾⁽²⁾

2,000

⁽¹⁾⁽²⁾

09/20/2010

Common Stock

2,000

⁽¹⁾ ⁽²⁾

2,000

Stock Option (Right to Buy)

$ 29.4

12/28/2006

D⁽¹⁾⁽²⁾

1,000

⁽¹⁾⁽²⁾

09/20/2011

Common Stock

1,000

⁽¹⁾ ⁽²⁾

Stock Option (Right to Buy)

$ 36.87

12/28/2006

A⁽¹⁾⁽²⁾

1,000

⁽¹⁾⁽²⁾

09/20/2011

Common Stock

1,000

⁽¹⁾ ⁽²⁾

1,000

Stock Option (Right to Buy)

$ 36.2

12/28/2006

D⁽¹⁾⁽²⁾

1,000

⁽¹⁾⁽²⁾

10/09/2012

Common Stock

1,000

⁽¹⁾ ⁽²⁾

Stock Option (Right to Buy)

$ 42.75

12/28/2006

A⁽¹⁾⁽²⁾

1,000

⁽¹⁾⁽²⁾

10/09/2012

Common Stock

1,000

⁽¹⁾ ⁽²⁾

1,000

Stock Option (Right to Buy)

$ 42.87

12/28/2006

D⁽¹⁾⁽²⁾

1,000

⁽¹⁾⁽²⁾

12/19/2013

Common Stock

1,000

⁽¹⁾ ⁽²⁾

Stock Option (Right to Buy)

$ 43.22

12/28/2006

A⁽¹⁾⁽²⁾

1,000

⁽¹⁾⁽²⁾

12/19/2013

Common Stock

1,000

⁽¹⁾ ⁽²⁾

1,000

Stock Option (Right to Buy)

$ 17.15

12/28/2006

D⁽¹⁾⁽²⁾

5,000

⁽¹⁾⁽²⁾

08/09/2016

Common Stock

5,000

⁽¹⁾ ⁽²⁾

Stock Option (Right to Buy)

$ 17.56

12/28/2006

A⁽¹⁾⁽²⁾

5,000

⁽¹⁾⁽²⁾

08/09/2016

Common Stock

5,000

⁽¹⁾ ⁽²⁾

5,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROWN RAYMOND C 7800 WOODLEY AVE VAN NUYS, CA 91406	X

Signatures

By: /s/ Stephen H. Gamble as Attorney-in-Fact		11/07/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	See the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed April 10, 2007, exhibits 10.45 and 10.46 for additional information. For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.
(2)	The reporting person has entered into an agreement, dated December 28, 2006 (the "Agreement"), with Superior Industries International, Inc. ("the Company") to have the exercise prices of certain options granted to the reporting person reset to be equal to, and in no event less than, the fair market value of a share of the Company's common stock on the applicable accounting measurement date for the grant.

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