DANA Inc — Director's Dealing 2014

Jan 10, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2014-01-01

Reporting Person: Pyle Robert D (Pres, Light Vehicle Driveline)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Dividend Equivalent Rights	$		Common Stock, par value $0.01 (335.0000)		Direct
Restricted Stock Units	$14.6700		Common Stock, par value $0.01 (10650.0000)		Direct
Restricted Stock Units	$16.1900		Common Stock, par value $0.01 (9651.0000)		Direct
Stock Appreciation Right	$14.6700	2022-05-01	Common Stock, par value $0.01 (20000.0000)		Direct
Stock Appreciation Right	$16.1900	2023-02-25	Common Stock, par value $0.01 (21029.0000)		Direct

Footnotes

F1: The dividend equivalent rights accrued on restricted stock units previously granted and become exercisable proportionately with the restricted stock units to which they relate. 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. Restricted stock units for Reporting Person will be cash settled.

F2: Restricted stock units previously granted pursuant to the Dana Holding Corporation 2012 Omnibus Incentive Plan.

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

F4: Each restricted stock unit granted represents the right to receive cash for each share equal to the market value per share.

F5: Stock appreciation rights previously granted pursuant to the Dana Holding Corporation 2012 Omnibus Incentive Plan.

F6: 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.