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DANA Inc Director's Dealing 2012

Apr 20, 2012

31487_dirs_2012-04-20_8e8a763d-8427-4c02-8cee-d5734c7e5d02.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: 2012-04-18

Reporting Person: WOOD ROGER (Director, President & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-04-18 Common Stock, par value $0.01 M 150000.0000 $0.0000 Acquired 191340.0000 Direct
2012-04-18 Common Stock, par value $0.01 F 61538.0000 $14.4600 Disposed 129802.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-04-18 Restricted Stock Units $ M 150000.0000 Disposed Common Stock, par value $0.01 (150000.0000) Direct

Footnotes

F1: Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.

F2: Restricted stock units previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

F3: 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.

F4: Restricted stock units vest in two (2) equal annual installments beginning on the first anniversary of the grant.