LEAR CORP — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LEAR CORP (LEA)
CIK: 0000842162
Period of Report: 2016-02-11

Reporting Person: DiDonato Thomas A (Sr VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-12	Common Stock	A	34499	$0.00	Acquired	52746.554	Direct
2016-02-12	Common Stock	F	15939	$97.89	Disposed	36807.554	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-11	Restricted Stock Units	$	A	3792	Acquired		Common Stock (3792)	Direct

Footnotes

F1: Settlement of non-derivative performance shares for the three-year performance period ending December 31, 2015, 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).

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

F3: Converts into common stock on a 1-for-1 basis.

F4: The Compensation Committee certified on February 11, 2016 that Company achieved the 2015 net income performance goal for the restricted stock unit awards granted in 2015 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 January 2, 2018.