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DANA Inc Director's Dealing 2009

Jul 1, 2009

31487_dirs_2009-07-01_086cfbcc-7520-4b0b-a5d6-4dd4f1c56c6c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2009-06-30

Reporting Person: Girsky Stephen J (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-06-30 Restricted Stock Units $0 A 14648 Acquired Common Stock, par value $0.01 (14648) Direct

Footnotes

F1: Restricted stock units acquired as a result of reporting person's election to defer a portion of his annual retainer paid for service on issuer's Board of Directors pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan (Plan).

F2: Each restricted stock unit represents the right to receive (1) one share of common stock or, at the issuer's election, an equivalent cash amount.

F3: All restricted stock units are fully vested. Settlement occurs the earlier of either (i) the first business day of the calendar month coincident with or next following the date that reporting person terminates service as a director of the issuer, or (ii) the date on which occurs a change in control.