DANA Inc — Director's Dealing 2008

Nov 21, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2008-11-19

Reporting Person: Silver Point Capital L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-19	Common Stock	S	100000	$.60	Disposed	7386929	Direct
2008-11-20	Common Stock	S	1150000	$.40	Disposed	6236929	Direct
2008-11-20	Common Stock	S	170000	$.5726	Disposed	6066929	Direct
2008-11-20	Common Stock	J	1669	—	Acquired	6068598	Direct

Footnotes

F1: Silver Point Capital, L.P. ("Silver Point") also holds 774,614 shares of Convertible Preferred Stock of Dana Holding Corp. (the "Issuer"), convertible into 5,872,737 shares of common stock of the Issuer ("Common Stock") previously reported on Form 3, filed by Silver Point on June 10, 2008.

F2: Silver Point is the investment manager of Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Fund, Ltd. (the "Funds") and, by reason of such status, may be deemed to be the beneficial owner of all of the reported securities held by the Funds. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of all securities held by the Funds. Messrs. Edward A. Mule and Robert J. O'Shea are each members of Management and as a result may be deemed to be the beneficial owner of all of the securities held by the Funds. Silver Point, Management and Messrs. Mule and O'Shea disclaim beneficial ownership of the reported securities held by the Funds except to the extent of their pecuniary interests.

F3: Silver Point acquired the shares of Common Stock of the Issuer (the "Shares") reported herein, in good faith in connection with debts of the Issuer previously contracted. Specifically, in connection with the Issuer's reorganization under Chapter 11 of the United States Bankruptcy Code, Silver Point received the Shares in satisfaction of certain trade claims which were acquired by Silver Point prior to (a) the acquisition of the Shares and (b) Silver Point becoming a holder of greater than 10% of the Issuer's issued and outstanding Common Stock.