DANA Inc — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2013-03-03

Reporting Person: SCHULZ MARK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-03	Common Stock, par value $0.01	M	1430.0000	$0.0000	Acquired	11090.0000	Direct
2013-03-03	Common Stock, par value $0.01	M	20.0000	$0.0000	Acquired	11110.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-03	Dividend Equivalent Rights	$	M	20.0000	Disposed		Common Stock, par value $0.01 (20.0000)	Direct
2013-03-03	Restricted Stock Units	$	M	1430.0000	Disposed		Common Stock, par value $0.01 (1430.0000)	Direct

Footnotes

F1: Restricted stock units previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

F2: Vesting of restricted stock units previously reported and granted to the Reporting Person.

F3: Dividend equivalent rights accrued on previously granted restricted stock units that have vested.

F4: Settlement of dividend equivalent rights in connection with the vesting of restricted stock units. The rights accrued when and as dividends were paid on Dana common stock and were exercisable proportionately with the restricted stock units to which they related. Each dividend equivalent right is an economic equivalent of one share of Dana common stock.

F5: 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.

F6: Restricted stock units vest in three (3) equal annual installments beginning on the first anniversary of the grant.