DANA Inc — Director's Dealing 2013

Feb 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2013-02-25

Reporting Person: Aghili Aziz (Pres Off-Hwy Technologies)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-25	Restricted Stock Units	$	A	18529.0000	Acquired		Common Stock, par value $0.01 (18529.0000)	Direct
2013-02-25	Stock Appreciation Right	$16.1900	A	40376.0000	Acquired	2023-02-25	Common Stock, par value $0.01 (40376.0000)	Direct

Footnotes

F1: Restricted stock units granted pursuant to the Dana Holding Corporation 2012 Omnibus Incentive Plan.

F2: 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. Restricted stock units for Reporting Person will be cash settled.

F3: Restricted stock units granted cliff vest three (3) years from date of grant.

F4: Stock appreciation rights granted pursuant to the Dana Holding Corporation 2012 Omnibus Incentive Plan.

F5: Stock appreciation rights granted vest in three (3) equal annual installments beginning on the first year anniversary date of the grant. Stock appreciation rights are cash-settled only.