LITHIA MOTORS INC — Director's Dealing 2021

Feb 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LITHIA MOTORS INC (LAD)
CIK: 0001023128
Period of Report: 2021-02-22

Reporting Person: DEBOER SIDNEY B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-22	Class A Common Stock	J	53052	$370.74	Acquired	77038	Direct
2021-02-22	Class A Common Stock	J	998	$370.74	Acquired	998	Indirect
2021-02-22	Class A Common Stock	J	112431	$370.74	Disposed	0	Indirect
2021-02-23	Class A Common Stock	C	200000	$0.0	Acquired	200000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-23	Class B Common Stock	$	C	200000	Disposed		Class A Common Stock (200000)	Indirect

Footnotes

F1: Pro rata distribution by DeBoer Family LLC of Lithia Motors, Inc. Class A Common Stock to members of DeBoer Family LLC, included Sidney B. DeBoer Trust and the reporting person's spouse.

F2: 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 February 22, 2021.

F3: Pro rata distribution from DeBoer Family LLC to the members of DeBoer Family LLC. The shares distributed to Sidney B. DeBoer Trust and the reporting person's wife are shown in rows 1 and 2.

F4: 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 owned by Lithia Holding Company, L.L.C. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and the inclusion of such shares in this Form 4 shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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: Class B Common Stock is immediately convertible on a one-for-one basis into Class A Common Stock and has no expiration date.

F7: 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 1 of column 9 of table II.