Aptiv PLC — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aptiv PLC (APTV)
CIK: 0001521332
Period of Report: 2018-02-16

Reporting Person: SUVER SUSAN M (SVP and CHRO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-16	Ordinary Shares	X	1361	$0.00	Acquired	48682	Direct
2018-02-16	Ordinary Shares	A	12611	$0.00	Acquired	61293	Direct
2018-02-16	Ordinary Shares	F	12678	$92.40	Disposed	48615	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-16	Dividend Equivalent Right	$	X	1361	Disposed		Ordinary Shares (1361)	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: Reflects an antidilution adjustment (the "Spin-Off Adjustment") to the number of ordinary shares reported held by the Reporting Person, which Spin-Off Adjustment was made prior to this vesting date in connection with the spin-off of Delphi Technologies PLC from the Issuer on December 4, 2017.

F3: Additional ordinary shares acquired in connection with achievement in excess of target of specified performance criteria for the 2015-2017 performance period.

F4: Shares withheld to pay tax liabilities incident to the vesting of restricted stock units and settlement of dividend equivalent rights.

F5: Reflects here and in Table 1 above the Spin-Off Adjustment to the Reporting Person's dividend equivalent rights.

F6: Reflects the Spin-Off Adjustment to the Reporting Person's remaining dividend equivalent rights.