DANA Inc — Director's Dealing 2013

Aug 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2013-08-02

Reporting Person: CENTERBRIDGE CAPITAL PARTNERS L P (Director, 10% Owner)
Reporting Person: CENTERBRIDGE CAPITAL PARTNERS STRATEGIC L P (Director)
Reporting Person: Centerbridge Capital Partners SBS, L.P. (Director)
Reporting Person: Centerbridge Capital Partners B Co-Investment, L.P. (Director)
Reporting Person: Centerbridge Associates, L.P. (10% Owner)
Reporting Person: Centerbridge GP Investors, LLC (10% Owner)
Reporting Person: Gallogly Mark T (Director, 10% Owner)
Reporting Person: Aronson Jeffrey (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-02	Series A Convertible Preferred Stock	$	S	2360631	Disposed		Common Stock ()	Indirect
2013-08-02	Series A Convertible Preferred Stock	$	S	83810	Disposed		Common Stock ()	Indirect
2013-08-02	Series A Convertible Preferred Stock	$	S	50559	Disposed		Common Stock ()	Indirect
2013-08-02	Series A Convertible Preferred Stock	$	S	5000	Disposed		Common Stock ()	Indirect

Footnotes

F1: The shares of common stock issuable upon conversion of 4.0% Series A Convertible Preferred Stock ("Series A Preferred Stock") is obtained by dividing the aggregate liquidation preference of such shares ($100 per share) by the then-effective conversion price ($11.93 at the date of this filing), subject to certain adjustments contained in the Issuer's Certificate of Designation of 4.0% Series A Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock.

F2: No expiration date.

F3: An aggregate of 2,500,000 shares of Series A Preferred Stock was repurchased by the Issuer for an aggregate purchase price of approximately $471.5 million, plus accrued and unpaid dividends through the closing date, August 2, 2013.

F4: These shares of Series A Preferred Stock were held by Centerbridge Capital Partners, L.P.

F5: These shares of Series A Preferred Stock were held by Centerbridge Capital Partners Strategic, L.P.

F6: These shares of Series A Preferred Stock were held by Centerbridge Capital Partners SBS, L.P.

F7: These shares of Series A Preferred Stock were held by Centerbridge Capital Partners B Co-Investment, L.P.

F8: Centerbridge Associates, L.P. is the general partner of Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P. and Centerbridge Capital Partners B Co-Investment, L.P. Centerbridge GP Investors, LLC is the general partner of Centerbridge Associates, L.P. Messrs. Gallogly and Aronson are each a managing member of Centerbridge GP Investors, LLC. Each of such Centerbridge entities and Messrs. (Continued in Footnote 9)

F9: Gallogly and Aronson may be deemed to beneficially own the shares of Series A Preferred Stock beneficially owned by the Centerbridge entities directly or indirectly controlled by it or them, but each disclaims beneficial ownership of all such shares of Series A Preferred Stock (other than the Centerbridge entities to the extent of their direct holdings) and this Form 4 shall not be construed as an admission that any of them (other than the Centerbridge entities to the extent of their direct holdings) is, for any or all purposes, the beneficial owner of the securities covered by this Form 4.