Aptiv PLC — Director's Dealing 2017

Apr 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Delphi Automotive PLC (DLPH)
CIK: 0001521332
Period of Report: 2017-04-26

Reporting Person: FRISSORA MARK P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-26	Ordinary Shares	X	34	$0.00	Acquired	2035	Direct
2017-04-26	Ordinary Shares	F	266	$79.25	Disposed	1769	Direct
2017-04-27	Ordinary Shares	A	2139	$0.00	Acquired	3908	Direct
2017-04-27	Ordinary Shares	G	1769	$0.00	Disposed	2139	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-26	Dividend Equivalent Right	$	X	34	Disposed		Ordinary Shares (34)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	9471	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: Shares withheld to pay current tax liabilities incident to the vesting of restricted stock units and settlement of dividend equivalent rights. This also reflects the withholding of additional shares to cover amounts owed related 2016 tax liabilities.

F3: The Reporting Person has received restricted stock units that each represent a right to receive one ordinary share of the Issuer pursuant to the Issuer's Long Term Incentive Plan, as amended and restated, and will vest in full one day before the Issuer's Annual Meeting of Shareholders in 2018.

F4: Represents transfer of ordinary shares to the Mark P. Frissora Revocable Trust.