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DANA Inc Director's Dealing 2014

Apr 22, 2014

31487_dirs_2014-04-22_be6fab97-2235-4901-8487-8f28e17b1484.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: 2014-04-18

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-04-18 Common Stock, par value $0.01 M 76351.0000 $0.0000 Acquired 288211.0000 Direct
2014-04-18 Common Stock, par value $0.01 M 2096.0000 $0.0000 Acquired 290307.0000 Direct
2014-04-18 Common Stock, par value $0.01 F 36420.0000 $22.7800 Disposed 253887.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-04-18 Dividend Equivalent Rights $ M 2096.0000 Disposed Common Stock, par value $0.01 (2096.0000) Direct
2014-04-18 Restricted Stock Units $ M 76351.0000 Disposed Common Stock, par value $0.01 (76351.0000) Direct

Footnotes

F1: Vesting of restricted stock units previously reported and granted to the Reporting Person.

F2: Dividend equivalent rights accrued on previously granted restricted stock units that have vested.

F3: Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.

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: Dividend equivalent rights accrued on previously granted restricted stock units and become exercisable proportionately with the restricted stock units to which they relate, which have vested.

F6: Restricted stock units previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

F7: 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.

F8: Restricted stock units granted cliff vest three (3) years from date of grant.