LITHIA MOTORS INC — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LITHIA MOTORS INC (LAD)
CIK: 0001023128
Period of Report: 2012-04-03

Reporting Person: LITHIA HOLDING CO LLC (10% Owner)
Reporting Person: DEBOER SIDNEY B (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-03	Class A Common	C	50000	—	Acquired	50000.00	Direct
2012-04-03	Class A Common	S	23300	$27.01	Disposed	26700.00	Direct
2012-04-03	Class A Common	S	79	$27.02	Disposed	26621.00	Direct
2012-04-03	Class A Common	S	15400	$27.03	Disposed	11221.00	Direct
2012-04-03	Class A Common	S	1121	$27.13	Disposed	10100.00	Direct
2012-04-03	Class A Common	S	8800	$27.14	Disposed	1300.00	Direct
2012-04-03	Class A Common	S	303	$27.15	Disposed	997.00	Direct
2012-04-03	Class A Common	S	897	$27.16	Disposed	100.00	Direct
2012-04-03	Class A Common	S	100	$27.17	Disposed	0.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-03	Class B Common	$	C	50000	Disposed		Class A Common (50000.00)	Direct

Footnotes

F1: These shares were sold pursuant to 10b5-1 Trading Plan adopted by Lithia Holding Company

F2: Class B Common converts to Class A Common on a 1:1 ratio at holder's discretion.