Aptiv PLC — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Delphi Automotive PLC (DLPH)
CIK: 0001521332
Period of Report: 2016-02-12

Reporting Person: CLARK KEVIN P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-12	Ordinary Shares	X	4156	$0.00	Acquired	333242	Direct
2016-02-12	Ordinary Shares	A	36173	$0.00	Acquired	369415	Direct
2016-02-12	Ordinary Shares	F	68552	$61.24	Disposed	300863	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-12	Dividend Equivalent Right	$	X	4156	Disposed		Ordinary Shares (4156)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	97670	Indirect

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 2013 through 2015 performance period.

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