LITHIA MOTORS INC — Director's Dealing 2021

Apr 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LITHIA MOTORS INC (LAD)
CIK: 0001023128
Period of Report: 2021-03-01

Reporting Person: DEBOER SIDNEY B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Class A Common Stock	F	126	$373.95	Disposed	55000	Direct
2021-04-29	Class A Common Stock	A	413	$0.0	Acquired	55413	Direct
2021-04-28	Class A Common Stock	J	100000	$395.58	Disposed	100000	Indirect
2021-04-28	Class A Common Stock	J	12431	$395.58	Acquired	112431	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	998	Indirect

Footnotes

F1: The reporting person inadvertently did not file a Form 4 for 126 shares withheld by the issuer to cover withholding taxes upon vesting of restricted stock units on March 1, 2021.

F2: Acquisition of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F3: Part of a pro rata distribution by Lithia Holding Company, L.L.C. of Lithia Motors, Inc. Class A Common Stock to the members of Lithia Holding Company, L.L.C. including DeBoer Family LLC.

F4: The price shown is the value of one share of Lithia Motors, Inc. Class A Common Stock at the close of the New York Stock Exchange on April 28, 2021.

F5: By The Sidney B. DeBoer Trust and Lithia Holding Company, L.L.C. The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option. The Sidney B. DeBoer Trust is the sole manager of Lithia Holding Company, L.L.C., which is the direct owner of the securities shown in row 4 of column 5 of table I.

F6: Part of a pro rata distribution by Lithia Holding Company, L.L.C. of Lithia Motors, Inc. Class A Common Stock to the members of Lithia Holding Company, L.L.C., including DeBoer Family LLC.

F7: As permitted by instruction 4(b)(iv) to Form 4, the reporting person is reporting beneficial ownership of all shares of Lithia Motors, Inc. Class A Common Stock held by DeBoer Family LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this Form 4 shall not be deemed an admission of beneficial ownership of all reported shares for purposes of Section 16 or for any other purpose.

F8: The reporting person is the settlor of the Sidney B. DeBoer Trust, and the Sidney B. DeBoer Trust is revocable by the reporting person at any time at the reporting person's option. The Sidney B. DeBoer Trust is a member and sole manager of DeBoer Family LLC which is the direct owner of the securities shown in row 5 of column 5 of Table I.