LEAR CORP — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LEAR CORP (LEA)
CIK: 0000842162
Period of Report: 2016-05-19

Reporting Person: MALLETT CONRAD L JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-19	Common Stock	A	93	$0.00	Acquired	4374	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Deferred Stock Units	$	A	1238	Acquired		Common Stock (1238)	Direct

Footnotes

F1: Grant of unrestricted common stock under the Lear Corporation 2009 Long-Term Stock Incentive Plan and exempt under Rule 16b-3 of the Securities Exchange Act of 1934.

F2: Each stock unit is equal in value to one share of Lear Corporation common stock

F3: The deferred stock units were accrued under the Lear Corporation Outside Directors Compensation Plan pursuant to a deferral election (with respect to the director's unrestricted stock grant) and are generally to be paid out in shares of Lear Corporation common stock following the earlier of either Mr. Mallett's retirement as a director of Lear Corporation or a change in control of Lear Corporation.