Aptiv PLC — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Delphi Automotive PLC (DLPH)
CIK: 0001521332
Period of Report: 2017-02-17

Reporting Person: Butterworth Liam (SVP & President, Powertrain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Ordinary Shares	X	628	$0.00	Acquired	92806	Direct
2017-02-17	Ordinary Shares	A	8152	$0.00	Acquired	100958	Direct
2017-02-17	Ordinary Shares	F	10948	$75.46	Disposed	90010	Direct
2017-02-22	Ordinary Shares	S	12533	$75.8943	Disposed	77477	Direct
2017-02-22	Ordinary Shares	S	1467	$76.4309	Disposed	76010	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Dividend Equivalent Right	$	X	628	Disposed		Ordinary Shares (628)	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 2014-2016 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2016.

F5: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $75.41 to $76.40, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

F6: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $76.41 to $76.49, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.