LKQ CORP — Director's Dealing 2014

Jan 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LKQ CORP (LKQ)
CIK: 0001065696
Period of Report: 2014-01-10

Reporting Person: CASINI VICTOR M (Senior VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-10	Common Stock	A	32300	—	Acquired	204700	Direct
2014-01-14	Common Stock	M	120000	$2.245	Acquired	324700	Direct
2014-01-14	Common Stock	S	58613	$32.4146	Disposed	266087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-14	Stock Option (right to buy)(01/09/2004 grant date)	$2.245	M	120000	Disposed	2014-01-09	Common Stock (120000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	115247	Indirect

Footnotes

F1: 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, 2014 and on each six-month anniversary of July 14, 2014; 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.

F2: The sale reported on this Form 4 was affected pursuant to a 10b5-1 plan. The shares were sold to satisfy the exercise price and tax obligation upon the vesting of stock options.

F3: The price reflects the weighted average sale price of the transactions reported. The price range of such transactions was $32.36 to $32.50. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price.

F4: The transaction represents an award of restricted stock units that vest with respect to 10% of the number of shares subject to the award on each six-month anniversary of the grant date.