LKQ CORP — Director's Dealing 2015

Apr 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LKQ CORP (LKQ)
CIK: 0001065696
Period of Report: 2015-03-30

Reporting Person: Zarcone Dominick P (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-30	Common Stock	A	120120	—	Acquired	124120	Direct
2015-03-30	Common Stock	A	47143	—	Acquired	171263	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1600	Indirect

Footnotes

F1: The transaction represents an award of restricted stock units (RSUs) that vest with respect to (a) 13.33% of the number of RSUs subject to the award on each six-month anniversary of the grant date over the first three years, and (b) 5% of the number of RSUs subject to the award on each six month anniversary thereafter until fully vested.

F2: 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 RSUs subject to the award on each six-month anniversary of the grant date; 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 RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all RSUs will be forfeited.