Aptiv PLC — Director's Dealing 2015

Feb 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Delphi Automotive PLC (DLPH)
CIK: 0001521332
Period of Report: 2015-02-17

Reporting Person: SPENCER JAMES A (EVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Ordinary Shares	X	3118	$0.00	Acquired	288940	Direct
2015-02-17	Ordinary Shares	A	22099	$0.00	Acquired	311039	Direct
2015-02-17	Ordinary Shares	F	61741	$78.70	Disposed	249298	Direct
2015-02-18	Ordinary Shares	A	6156	$0.00	Acquired	255454	Direct
2015-02-18	Ordinary Shares	A	18471	$0.00	Acquired	273925	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Dividend Equivalent Right	$	X	3118	Disposed		Ordinary Shares (3118)	Direct

Footnotes

F1: Settlement of dividend equivalent rights in connection with the vesting of restricted stock units. The rights accrued when and as dividends were paid on the Issuer's ordinary shares and vested proportionately with the restricted stock unit to which they related. Each dividend equivalent right is the economic equivalent of one ordinary share.

F2: Additional ordinary shares acquired in connection with achievement in excess of target of specified performance criteria for the 2012 through 2014 performance period.

F3: Shares withheld to pay tax liabilities incident to the vesting of restricted stock units and settlement of dividend equivalent rights.

F4: The shares will vest in three equal installments beginning on the first anniversary of the date of grant.

F5: Each performance share represents a contingent right to receive an ordinary share of Delphi Automotive PLC, and will vest based upon the achievement of specified performance criteria, with a performance period from January 1, 2015 to December 31, 2017.