DANA Inc — Director's Dealing 2016

Feb 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2016-02-25

Reporting Person: Constand George T (Chief Technical & Quality Offi)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-25	Common Stock, par value $0.01	M	13475.0000	$0.0000	Acquired	44040.0000	Direct
2016-02-25	Common Stock, par value $0.01	M	342.0000	$0.0000	Acquired	44382.0000	Direct
2016-02-25	Common Stock, par value $0.01	M	94.0000	$0.0000	Acquired	44476.0000	Direct
2016-02-25	Common Stock, par value $0.01	F	4743.0000	$12.0500	Disposed	39733.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-25	Dividend Equivalent Rights	$0.0000	M	94.0000	Disposed		Common Stock, par value $0.01 (94.0000)	Direct
2016-02-25	Dividend Equivalent Rights	$	M	342.0000	Disposed		Common Stock, par value $0.01 (342.0000)	Direct
2016-02-25	Restricted Stock Units	$	M	13475.0000	Disposed		Common Stock, par value $0.01 (13475.0000)	Direct

Footnotes

F1: Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.

F2: Dividend equivalent rights accrued on previously granted restricted stock units and become exercisable proportionately with the restricted stock units to which they relate. Each dividend equivalent right is the economic equivalent of one share of Dana common stock.

F3: 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.

F4: 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.

F5: Restricted stock units granted cliff vest three (3) years from date of grant.