LEAR CORP — Director's Dealing 2016

Dec 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LEAR CORP (LEA)
CIK: 0000842162
Period of Report: 2016-12-11

Reporting Person: Larkin Terrence B (EVP, Business Dev & Gen Cnsl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-11	Common Stock	M	7473	$0.00	Acquired	16554	Direct
2016-12-11	Common Stock	F	3453	$138.80	Disposed	13101	Direct
2016-12-12	Common Stock	S	4020	$134.24	Disposed	9081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-11	Restricted Stock Unit	$	M	7473	Disposed		Common Stock (7473)	Direct

Footnotes

F1: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These 2012 and 2013 "Career Share" restricted stock units vested and settled in common stock on December 11, 2016.

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

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.23 to $134.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.