LITHIA MOTORS INC — Director's Dealing 2012

Dec 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LITHIA MOTORS INC (LAD)
CIK: 0001023128
Period of Report: 2012-11-29

Reporting Person: DEBOER BRYAN B (Director, Chief Executive officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-29	Class A Common Stock	M	8000	$15.13	Acquired	71310	Direct
2012-11-29	Class A Common Stock	F	5490	$35.58	Disposed	65820	Direct
2012-12-03	Class A Common Stock	M	7640	$28.34	Acquired	73460	Direct
2012-12-03	Class A Common Stock	F	6695	$36.64	Disposed	66765	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-29	Stock Option (right to buy)	$15.13	M	8000	Disposed	2012-12-26	Class A Common Stock (8000)	Direct
2012-12-03	Stock Option (right to buy)	$28.34	M	7640	Disposed	2013-03-09	Class A Common Stock (7640)	Direct

Footnotes

F1: Includes (i) 3,401 shares surrendered upon exercise of option and (ii) 2,089 shares withheld by the issuer to cover withholding taxes.

F2: Includes (i) 5,909 shares surrendered upon exercise of option and (ii) 786 shares withheld by the issuer to cover withholding taxes.