LKQ CORP — Director's Dealing 2013

Mar 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LKQ CORP (LKQ)
CIK: 0001065696
Period of Report: 2013-03-04

Reporting Person: Hanley Walter P (Senior VP - Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-04	Common Stock	D	50000	—	Disposed	132937	Direct
2013-03-04	Common Stock	D	71200	—	Disposed	61737	Direct
2013-03-04	Common Stock	A	50000	—	Acquired	111737	Direct
2013-03-04	Common Stock	A	71200	—	Acquired	182937	Direct
2013-03-04	Common Stock	A	56200	—	Acquired	239137	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19403	Indirect

Footnotes

F1: The transaction represents a cancellation of the unvested amount of restricted stock units awarded on January 14, 2011.

F2: The transaction represents a cancellation of the unvested amount of restricted stock units awarded on January 13, 2012.

F3: The transaction represents an award of restricted stock units that are subject to two vesting conditions, each of which must be satisfied:(a) time-based vesting equal to 16.67% of the number of restricted stock units subject to the award on July 14, 2013 and on each 6-month anniversary of July 14, 2013; and (b) a performance-based condition of positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for the fiscal year ending December 31, 2013. If and when the performance-based condition is met, all restricted stock units that had previously met the time-based vesting condition will vest immediately and the remaining restricted stock units will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all restricted stock units will be forfeited. This award is a replacement for the cancelled restricted stock units described in footnote 1.

F4: The transaction represents an award of restricted stock units that are subject to two vesting conditions, each of which must be satisfied: (a) time-based vesting equal to 12.5% of the number of restricted stock units subject to the award on July 14, 2013 and on each six-month anniversary of July 14, 2013; and (b) a performance-based condition of positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for the fiscal year ending December 31, 2013. If and when the performance-based condition is met, all restricted stock units that had previously met the time-based vesting condition will vest immediately and the remaining restricted stock units will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all restricted stock units will be forfeited. This award is a replacement for the cancelled restricted stock units described in footnote 2.

F5: The transaction represents an award of restricted stock units that are subject to two vesting conditions, each of which must be satisfied: (a) time-based vesting equal to 16.67% of the number of restricted stock units subject to the award on July 14, 2013 and on each 6-month anniversary of July 14, 2013; and (b) a performance-based condition of positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for any of the first five fiscal years ending after the grant date. If and when the performance-based condition is met, all restricted stock units that had previously met the time-based vesting condition will vest immediately and the remaining restricted stock units will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all restricted stock units will be forfeited.