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: FOSTER JONATHAN F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Deferred Stock Units	$	A	1331	Acquired		Common Stock (1331)	Direct

Footnotes

F1: Each stock unit is equal in value to one share of Lear Corporation common stock

F2: 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 Mr. Foster's retirement as a director of Lear Corporation, January 1, 2018 or a change in control of Lear Corporation.