DANA Inc — Director's Dealing 2010

Mar 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2009-03-28

Reporting Person: Girsky Stephen J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-28	Common Stock, par value $0.01	M	1656	—	Acquired	1656	Direct
2009-08-03	Common Stock, par value $0.01	M	40760	—	Acquired	42416	Direct
2009-08-03	Common Stock, par value $0.01	M	14648	—	Acquired	57064	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-28	Restricted Stock Units	$0	M	1656	Disposed		Common Stock, par value $0.01 (1656)	Direct
2009-08-03	Restricted Stock Units	$0	M	14648	Disposed		Common Stock, par value $0.01 (14648)	Direct
2009-08-03	Restricted Stock Units	$0	M	40760	Disposed		Common Stock, par value $0.01 (40760)	Direct

Footnotes

F1: Vesting of restricted stock units previously reported and granted to the Reporting Person on March 28, 2008.

F2: Vesting of restricted stock units as a result of Reporting Person's resignation from issuer's Board of Directors. The restricted stock units were previously reported and granted to the Reporting Person.

F3: Restricted stock units previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

F4: Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Each restricted stock unit contains dividend equivalent rights.

F5: Restricted stock units vest in three (3) equal annual installments beginning on the first anniversary of the grant.

F6: Restricted stock units previously reported and granted 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.

F7: 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.

F8: 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.