LEAR CORP — Director's Dealing 2015

Feb 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LEAR CORP (LEA)
CIK: 0000842162
Period of Report: 2015-02-09

Reporting Person: Vanneste Jeffrey H. (Sr. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-09	Common Stock	M	9163	$0.00	Acquired	13164	Direct
2015-02-09	Common Stock	F	2891	$107.09	Disposed	10273	Direct
2015-02-09	Common Stock	A	45906	$0.00	Acquired	56179	Direct
2015-02-09	Common Stock	F	21184	$107.09	Disposed	34995	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-09	Restricted Stock Units	$	M	9163	Disposed		Common Stock (9163)	Direct
2015-02-09	Restricted Stock Units	$	A	5894	Acquired		Common Stock (5894)	Direct

Footnotes

F1: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested and settled in common stock on February 9, 2015.

F2: Shares withheld by the Company to satisfy minimum tax withholding requirements.

F3: Settlement of non-derivative performance shares for the three-year performance period ending December 31, 2014, granted under the 2009 Lear Corporation Long-Term Stock Incentive Plan and exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d).

F4: Converts into common stock on a 1-for-1 basis.

F5: The compensation committee certified on February 9, 2015 that company achieved the 2014 net income performance goal for the restricted stock unit awards granted in 2014 under the Lear Corporation 2009 Long-Term Stock Incentive Plan. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 6, 2017.