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: Wagman Robert L (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-04	Common Stock	D	114000	—	Disposed	195528	Direct
2013-03-04	Common Stock	D	144000	—	Disposed	51528	Direct
2013-03-04	Common Stock	A	114000	—	Acquired	165528	Direct
2013-03-04	Common Stock	A	144000	—	Acquired	309528	Direct
2013-03-04	Common Stock	A	80000	—	Acquired	389528	Direct

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.